[10-Q] Jackson Financial Inc. Quarterly Earnings Report
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from _____ to _____
Commission File Number: 001-40274
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(517 ) 381-5500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 25, 2025, there were 69,651,457 shares of the registrant’s Common Stock, $0.01 par value, outstanding.
TABLE OF CONTENTS
| PART I—FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements | |||||
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 2 | ||||
Condensed Consolidated Income Statements for the three and six months ended June 30, 2025 and 2024 | 3 | ||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024 | 4 | ||||
Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2025 and 2024 | 5 | ||||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 6 | ||||
Notes to Condensed Consolidated Financial Statements | |||||
Note 1. Business and Basis of Presentation | 8 | ||||
Note 2. New Accounting Standards | 9 | ||||
Note 3. Segment Information | 10 | ||||
Note 4. Investments | 16 | ||||
Note 5. Derivative Instruments | 33 | ||||
Note 6. Fair Value Measurements | 37 | ||||
Note 7. Deferred Acquisition Costs | 56 | ||||
Note 8. Reinsurance | 57 | ||||
Note 9. Reserves for Future Policy Benefits and Claims Payable | 61 | ||||
Note 10. Other Contract Holder Funds | 67 | ||||
Note 11. Separate Account Assets and Liabilities | 72 | ||||
Note 12. Market Risk Benefits | 73 | ||||
Note 13. Long-Term Debt | 76 | ||||
Note 14. Federal Home Loan Bank Advances | 77 | ||||
Note 15. Income Taxes | 77 | ||||
Note 16. Commitments and Contingencies | 78 | ||||
Note 17. Operating Costs and Other Expenses | 78 | ||||
Note 18. Accumulated Other Comprehensive Income (Loss) | 79 | ||||
Note 19. Equity | 80 | ||||
Note 20. Earnings Per Share | 82 | ||||
Note 21. Subsequent Events | 82 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||
Forward-looking Statements - Cautionary Language | 83 | ||||
Available Information | 84 | ||||
Principal Definitions, Abbreviations and Acronyms Used in the Text and Notes of this Report | 84 | ||||
Overview of Management's Discussion and Analysis of Financial Condition and Results of Operations | 86 | ||||
Executive Summary | 86 | ||||
Key Operating Measures | 88 | ||||
Macroeconomic, Industry, and Regulatory Trends | 92 | ||||
Non-GAAP Financial Measures | 96 | ||||
Consolidated Results of Operations | 100 | ||||
Segment Results of Operations | 104 | ||||
Investments | 111 | ||||
Policy and Contract Liabilities | 117 | ||||
Liquidity and Capital Resources | 119 | ||||
Impact of Recent Accounting Pronouncements | 126 | ||||
Summary of Critical Accounting Estimates | 126 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 127 | ||||
Item 4. Controls and Procedures | 127 | ||||
PART II—OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 128 | ||||
Item 1A. Risk Factors | 128 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 128 | ||||
Item 5. Other Information | 129 | ||||
Item 6. Exhibits | 129 | ||||
SIGNATURES | |||||
Signatures | 131 | ||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
.
Jackson Financial Inc.
Condensed Consolidated Balance Sheets
(in millions, except share data)
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Assets | (Unaudited) | |||||||||||||
| Investments: | ||||||||||||||
Debt Securities, available-for-sale, net of allowance for credit losses of $ | $ | $ | ||||||||||||
| Debt Securities, at fair value under fair value option | ||||||||||||||
| Equity securities, at fair value | ||||||||||||||
Mortgage loans, net of allowance for credit losses of $ | ||||||||||||||
| Mortgage loans, at fair value under fair value option | ||||||||||||||
Policy loans (including $ | ||||||||||||||
| Freestanding derivative instruments | ||||||||||||||
| Other invested assets | ||||||||||||||
| Total investments | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Accrued investment income | ||||||||||||||
| Deferred acquisition costs | ||||||||||||||
Reinsurance recoverable, net of allowance for credit losses of $ | ||||||||||||||
| Reinsurance recoverable on market risk benefits, at fair value | ||||||||||||||
| Market risk benefit assets, at fair value | ||||||||||||||
| Deferred income taxes, net | ||||||||||||||
| Other assets | ||||||||||||||
| Separate account assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Liabilities | ||||||||||||||
| Reserves for future policy benefits and claims payable | $ | $ | ||||||||||||
| Other contract holder funds | ||||||||||||||
| Market risk benefit liabilities, at fair value | ||||||||||||||
Funds withheld payable under reinsurance treaties (including $ | ||||||||||||||
| Long-term debt | ||||||||||||||
| Repurchase agreements and securities lending payable | ||||||||||||||
| Collateral payable for derivative instruments | ||||||||||||||
| Freestanding derivative instruments | ||||||||||||||
| Notes issued by consolidated variable interest entities, at fair value under fair value option (see Note 4) | ||||||||||||||
| Other liabilities | ||||||||||||||
| Separate account liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments, Contingencies, and Guarantees (see Note 16) | ||||||||||||||
| Equity | ||||||||||||||
Series A non-cumulative preferred stock and additional paid in capital, $ | ||||||||||||||
Common stock; | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock, at cost; | ( | ( | ||||||||||||
Accumulated other comprehensive income (loss), net of tax expense (benefit) of $( | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders' equity | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
2
Jackson Financial Inc.
Condensed Consolidated Income Statements
(Unaudited, in millions, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Fee income | $ | $ | $ | $ | ||||||||||||||||||||||
| Premiums | ||||||||||||||||||||||||||
| Net investment income: | ||||||||||||||||||||||||||
| Net investment income excluding funds withheld assets | ||||||||||||||||||||||||||
| Net investment income on funds withheld assets | ||||||||||||||||||||||||||
| Total net investment income | ||||||||||||||||||||||||||
| Net gains (losses) on derivatives and investments: | ||||||||||||||||||||||||||
| Net gains (losses) on derivatives and investments | ( | ( | ( | ( | ||||||||||||||||||||||
| Net gains (losses) on funds withheld reinsurance treaties | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net gains (losses) on derivatives and investments | ( | ( | ( | ( | ||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| Total revenues | ( | |||||||||||||||||||||||||
| Benefits and Expenses | ||||||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | ||||||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | ( | ||||||||||||||||||||||||
| Market risk benefits (gains) losses, net | ( | ( | ( | |||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Operating costs and other expenses, net of deferrals | ||||||||||||||||||||||||||
| Amortization of deferred acquisition costs | ||||||||||||||||||||||||||
| Total benefits and expenses | ( | ( | ||||||||||||||||||||||||
| Pretax income (loss) | ||||||||||||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. | ||||||||||||||||||||||||||
| Less: Dividends on preferred stock | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
Jackson Financial Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited, in millions)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
Change in unrealized gains (losses) on securities with no credit impairment, net of tax expense (benefit) of: $ | ( | ( | ||||||||||||||||||||||||
Change in unrealized gains (losses) on securities with credit impairment, net of tax expense (benefit) of: $( | ( | ( | ||||||||||||||||||||||||
Change in current discount rate related to reserve for future policy benefits, net of tax expense (benefit) of $( | ( | ( | ||||||||||||||||||||||||
Change in non-performance risk on market risk benefits, net of tax expense (benefit) of $( | ( | ( | ( | |||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Comprehensive income (loss) | ||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Jackson Financial Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
Jackson Financial Inc.
Condensed Consolidated Statements of Equity
(Unaudited, in millions)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Treasury | Other | Total | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Stock | Comprehensive | Retained | Shareholders' | Controlling | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Stock | Capital | at Cost | Income | Earnings | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in equity of noncontrolling interests | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Treasury | Other | Total | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Stock | Comprehensive | Retained | Shareholders' | Controlling | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Stock | Capital | at Cost | Income | Earnings | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in equity of noncontrolling interests | — | — | — | — | . | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Treasury | Other | Total | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Stock | Comprehensive | Retained | Shareholders' | Controlling | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Stock | Capital | at Cost | Income | Earnings | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in equity of noncontrolling interests | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional | Treasury | Other | Total | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Paid-In | Stock | Comprehensive | Retained | Shareholders' | Controlling | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Stock | Capital | at Cost | Income | Earnings | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in equity of noncontrolling interests | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on preferred stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances as of June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
Jackson Financial Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in millions)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Net realized losses (gains) on investments | ||||||||||||||
| Net losses (gains) on derivatives | ||||||||||||||
| Net losses (gains) on funds withheld reinsurance treaties | ||||||||||||||
| Net (gain) loss on market risk benefits | ( | |||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | |||||||||||||
| Interest credited on other contract holder funds, gross | ||||||||||||||
| Mortality, expense and surrender charges | ( | ( | ||||||||||||
| Amortization of discount and premium on investments | ( | ( | ||||||||||||
| Deferred income tax expense (benefit) | ( | ( | ||||||||||||
| Share-based compensation | ||||||||||||||
| Change in: | ||||||||||||||
| Accrued investment income | ( | ( | ||||||||||||
| Deferred acquisition costs | ||||||||||||||
| Funds withheld, net of reinsurance | ||||||||||||||
| Future policy benefits | ( | ( | ||||||||||||
| Other assets and liabilities, net | ( | |||||||||||||
| Net cash provided by (used in) operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Sales, maturities and repayments of: | ||||||||||||||
| Debt securities | ||||||||||||||
| Equity securities | ||||||||||||||
| Mortgage loans | ||||||||||||||
| Purchases of: | ||||||||||||||
| Debt securities | ( | ( | ||||||||||||
| Equity securities | ( | |||||||||||||
| Mortgage loans | ( | ( | ||||||||||||
| Settlements related to derivatives and collateral on investments | ( | ( | ||||||||||||
| Other investing activities | ( | ( | ||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||
(continued)
See Notes to Condensed Consolidated Financial Statements.
6
Jackson Financial Inc.
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited, in millions)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Policyholders' account balances: | ||||||||||||||
| Deposits | $ | $ | ||||||||||||
| Withdrawals | ( | ( | ||||||||||||
| Net transfers from (to) separate accounts | ||||||||||||||
| Proceeds from (payments on) repurchase agreements and securities lending | ( | |||||||||||||
| Net proceeds from (payments on) Federal Home Loan Bank notes | ( | |||||||||||||
| Payments on debt | ( | ( | ||||||||||||
| Issuance of debt of consolidated investment entities | ||||||||||||||
| Repayments of debt of consolidated investment entities | ( | ( | ||||||||||||
| Contributions from partners of consolidated investments | ||||||||||||||
| Dividends on common stock | ( | ( | ||||||||||||
| Dividends on preferred stock | ( | ( | ||||||||||||
| Purchase of treasury stock | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Total cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Income taxes paid (received) | $ | ( | $ | |||||||||||
| Interest paid | $ | $ | ||||||||||||
| Non-cash investing activities | ||||||||||||||
| Debt securities acquired from exchanges, payments-in-kind, and similar transactions | $ | $ | ||||||||||||
| Non-cash financing activities | ||||||||||||||
| Non-cash dividend equivalents on stock-based awards | $ | ( | $ | ( | ||||||||||
| Reconciliation to Condensed Consolidated Balance Sheets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash (included in Other assets) | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
7
Jackson Financial Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Business and Basis of Presentation
Jackson Financial Inc. ("JFI" or “Jackson Financial”) together with its subsidiaries (the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company focused on helping Americans secure their financial futures. Jackson Financial is domiciled in the state of Delaware in the United States (“U.S.”).
Jackson Financial’s primary life insurance subsidiary, Jackson National Life Insurance Company and its insurance subsidiaries (collectively, “Jackson”), is licensed to sell group and individual annuity products (including variable, registered index-linked, fixed index, fixed and payout annuities), and individual life insurance products, including variable universal life, in all 50 states and the District of Columbia. Jackson also participates in the institutional products market through the issuance of guaranteed investment contracts (“GICs”) and funding agreements. In addition to Jackson, Jackson Financial’s operating subsidiaries include:
•PPM America, Inc. (“PPM”), a registered investment adviser, is the Company’s investment management operation that manages the life insurance companies’ general account investment funds. PPM also provides investment services to other former affiliated and unaffiliated institutional clients.
•Brooke Life Insurance Company (“Brooke Life”), the direct parent of Jackson, is a Michigan life insurance company licensed to sell life insurance and annuity products in the state of Michigan.
•Brooke Life Reinsurance Company ("Brooke Re"), also a direct subsidiary of Brooke Life, was formed January 1, 2024, as a Michigan captive reinsurance company.
Other significant wholly-owned subsidiaries of Jackson are as follows:
•Life insurers: Jackson National Life Insurance Company of New York; Squire Reassurance Company II, Inc.; and VFL International Life Company SPC, LTD;
•Registered broker-dealer: Jackson National Life Distributors LLC; and
•Registered investment adviser: Jackson National Asset Management LLC (“JNAM”) manages the life insurance companies' separate account funds underlying our variable annuities products, which the majority of the funds are sub-advised. JNAM manages and oversees those sub-advisers.
The Company's Condensed Consolidated Financial Statements also include other insignificant partnerships, limited liability companies (“LLCs”) and other variable interest entities (“VIEs”) in which the Company is deemed the primary beneficiary.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, certain financial information that is normally included in annual financial statements prepared in accordance with U.S. GAAP, but not required for interim reporting purposes, has been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025 (the "2024 Annual Report"). The condensed consolidated financial information as of December 31, 2024, included herein, has been derived from the audited Consolidated Financial Statements in the 2024 Annual Report.
Certain accounting policies, which significantly affect the determination of financial condition, results of operations and cash flows, are summarized in the Notes to Consolidated Financial Statements in the Company’s 2024 Annual Report.
8
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 1. Business and Basis of Presentation
Use of Estimates
The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the use of estimates and assumptions about future events that affect the amounts reported in the Condensed Consolidated Financial Statements and the accompanying notes. Significant estimates or assumptions, as further discussed in these notes, include:
•Valuation of investments and derivative instruments, including fair values of securities deemed to be in an illiquid market and the determination of when an impairment is necessary;
•Assumptions used in calculating policy reserves and liabilities, including policyholder behavior, mortality rates, expenses, investment returns and policy crediting rates;
•Estimates related to expectations of credit losses on certain financial assets and off-balance sheet exposures;
•Assumptions and estimates associated with the Company’s tax positions, including an estimate of the dividends received deduction, which impact the amount of recognized tax benefits recorded by the Company, and assumptions as to future earnings levels being sufficient to realize deferred tax benefits;
•Assumptions used in calculating market risk benefits, including policyholder behavior, mortality rates, and capital market assumptions; and
•Assumptions impacting the expected term used in amortizing deferred acquisition costs, including policyholder behavior and mortality rates.
These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other appropriate factors. As facts and circumstances dictate, these estimates and assumptions may be adjusted. Since future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. The effects of changes in estimates, including those resulting from changing expectations with respect to the economic environment, will be reflected in the Consolidated Financial Statements covering the periods in which the estimates are changed.
2. New Accounting Standards
Accounting Pronouncements – Issued but Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures”, which enhances annual income tax disclosures by requiring disclosure of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements in this ASU will be effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted, and are to be applied on a prospective basis with the option to apply retrospectively. The Company will apply the amendments for the annual period ending December 31, 2025. The Company does not expect the adoption to have a material impact on the Company’s financial statements.
In November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)”, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU requires footnote disclosure about specific types of expenses included in certain expense captions presented on the face of the income statement and the total amount of selling expenses on an annual and interim basis. The entity is also required to disclose its definition of selling expenses in annual reporting periods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of evaluating the impact of the new guidance and determining the transition method and the timing of adoption.
9
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
3. Segment Information
The Company has three reportable segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. The Company reports, in Corporate and Other, certain activities and items that are not included in these reportable segments, including the results of PPM Holdings, Inc., the holding company of PPM, which manages the majority of the Company’s general account investment portfolio. The reportable segments reflect how the Company’s chief operating decision maker views and manages the business. The Company’s chief operating decision maker function is performed jointly by the Chief Executive Officer and the Chief Financial Officer. For the Retail Annuities, Closed Life and Annuity Blocks, and Institutional Products segments, the chief operating decision maker uses segment pretax adjusted operating earnings to allocate resources for each segment, predominantly through the annual budget and forecasting process, and to assess the performance of each segment, predominantly by comparing the results of each segment with one another, with planned and forecasted results, and with comparative prior period results. The following is a brief description of the Company’s reportable segments, plus its Corporate and Other segment.
Retail Annuities
The Company’s Retail Annuities segment offers a variety of retirement income and savings products through its diverse suite of products, consisting primarily of variable annuities, registered index-linked annuities ("RILA"), fixed index annuities, fixed annuities and payout annuities. These products are distributed through various wirehouses, insurance brokers and independent broker-dealers, as well as through banks and financial institutions.
The Company’s variable annuities represent an attractive option for retirees and soon-to-be retirees, providing access to equity market appreciation and add-on benefits, including guaranteed lifetime income. A RILA offers customers access to market returns through market index-linked investment options, subject to a cap, and offers a variety of features designed to modify or limit losses. A fixed index annuity is designed for investors who desire principal protection with the opportunity to participate in capped upside investment returns linked to a reference market index. The Company also provides access to guaranteed lifetime income as an add-on benefit. A fixed annuity is a guaranteed product designed to build wealth without market exposure, through a crediting rate that is likely to be superior to interest rates offered by banks or money market funds.
The financial results of the variable annuity business within the Company’s Retail Annuities segment are largely dependent on the performance of the contract holder account value, which impacts both the level of fees collected and the benefits paid to the contract holder. The financial results of the Company’s fixed annuities, including the fixed option on variable annuities, RILA and fixed index annuities, are largely dependent on the Company’s ability to earn a spread between earned investment rates on general account assets and the interest credited to contract holders.
Institutional Products
The Company’s Institutional Products segment consists of traditional Guaranteed Investment Contracts ("GICs") and funding agreements. The Company’s GIC products are marketed to defined contribution pension and profit-sharing retirement plans. Funding agreements are marketed to institutional investors, including corporate cash accounts and securities lending funds, as well as money market funds. Funding agreements are also issued in conjunction with the Company's participation in the U.S. Federal Home Loan Bank ("FHLB") program.
The financial results of the Company’s institutional products business are primarily dependent on the Company’s ability to earn a spread between earned investment rates on general account assets and the interest credited on GICs and funding agreements.
10
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
Closed Life and Annuity Blocks
The Company's Closed Life and Annuity Blocks segment is primarily composed of blocks of business that have been acquired since 2004. This segment includes various protection products, primarily whole life, universal life, variable universal life, and term life insurance products, as well as fixed, fixed index, and payout annuities. The Company historically offered traditional and interest-sensitive life insurance products but discontinued new sales of life insurance products in 2012, as we believe opportunistically acquiring mature blocks of life insurance policies is a more efficient means of diversifying our in-force business than selling new life insurance products.
The profitability of the Company’s Closed Life and Annuity Blocks segment is largely driven by its historical ability to appropriately price its products and purchase appropriately priced blocks of business, as realized through underwriting, expense and net gains (losses) on derivatives and investments, and the ability to earn an assumed rate of return on the assets supporting that business.
Corporate and Other
The Company’s Corporate and Other segment primarily consists of the operations of its investment management subsidiary, PPM, VIEs, and unallocated corporate income and expenses. The Corporate and Other segment also includes intersegment eliminations and consolidation adjustments.
Segment Performance Measurement
Segment operating revenues and pretax adjusted operating earnings are non-GAAP financial measures that management believes are critical to the evaluation of the financial performance of the Company’s segments. The Company uses the same accounting policies and procedures to measure segment pretax adjusted operating earnings as used in its reporting of consolidated net income. Its primary measure is pretax adjusted operating earnings, which is defined as net income recorded in accordance with U.S. GAAP, excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP, or that are non-recurring in nature, as well as certain other revenues and expenses that are not considered to drive underlying performance. Operating revenues and pretax adjusted operating earnings should not be used as a substitute for revenues and net income, respectively, as calculated in accordance with U.S. GAAP.
Pretax adjusted operating earnings equals net income adjusted to eliminate the impact of the items described in the following numbered paragraphs. These items are excluded from pretax adjusted operating earnings as they may vary significantly from period to period due to near-term market conditions and, therefore, are not directly comparable or reflective of the underlying performance of our business. We believe these exclusions provide investors a better picture of the drivers of our underlying performance.
1. Net Hedging Results: Comprised of: (i) fees attributed to guaranteed benefits; (ii) net gains (losses) on hedging instruments that includes: (a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other guaranteed benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; and (b) investment income and change in fair value of certain non-derivative assets used to manage the risk associated with market risk benefits and other guaranteed benefit features; and (iii) the movements in reserves, market risk benefits, guaranteed benefit features accounted for as embedded derivative instruments, and related claims and benefit payments (excluding impacts of actuarial assumption updates and model enhancements). We believe excluding these items removes the impact to both revenue and related expenses associated with Net Hedging Results.
2. Amortization of DAC associated with non-operating items at date of transition to LDTI: Amortization of the balance of unamortized deferred acquisition costs, at January 1, 2021, the date of transition to current Long Duration Targeted Improvements ("LDTI") accounting guidance, associated with items excluded from pretax adjusted operating earnings prior to transition.
3. Actuarial Assumption Updates and Model Enhancements: The impact on the valuation of market risk benefits and embedded derivatives arising from our annual actuarial assumption updates and model enhancements review.
11
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
4. Net Realized Investment Gains and Losses: Comprised of: (i) realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading portfolio; (ii) impairments of securities, after adjustment for the non-credit component of the impairment charges; and (iii) foreign currency gain or loss on foreign denominated funding agreements and associated cross-currency swaps.
5. Change in Value of Funds Withheld Embedded Derivative and Net Investment Income on Funds Withheld Assets: Comprised of: (i) the change in fair value of funds withheld embedded derivatives; and (ii) net investment income on funds withheld assets related to funds withheld reinsurance transactions.
6. Other items: Comprised of: (i) the impact of investments that are consolidated in our financial statements due to U.S. GAAP accounting requirements, such as our investments in collateralized loan obligations ("CLOs"), but for which the consolidation effects are not consistent with our economic interest or exposure to those entities; (ii) impacts from derivatives not included in Net Hedging Results or Net Realized Investment Gains or Losses (see 1. and 4. above), excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; and (iii) one-time or other non-recurring items.
7. Income taxes.
Set forth in the tables below is certain information with respect to the Company’s segments (in millions):
| Three Months Ended June 30, 2025 | Retail Annuities | Institutional Products | Closed Life and Annuity Blocks | Corporate and Other | Total Consolidated | ||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Fee income | $ | $ | $ | $ | $ | ||||||||||||||||||
| Premiums | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Operating Benefits and Expenses | |||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | |||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | ||||||||||||||||||||||
Interest credited on other contract holder funds, net of deferrals and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Asset-based commission expenses | |||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||
| Sub-advisor expenses | ( | ||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Deferral of acquisition costs | ( | ( | |||||||||||||||||||||
| Amortization of deferred acquisition costs | |||||||||||||||||||||||
| Total Operating Benefits and Expenses | |||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | $ | $ | $ | ( | $ | |||||||||||||||||
12
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
| Three Months Ended June 30, 2024 | Retail Annuities | Institutional Products | Closed Life and Annuity Blocks | Corporate and Other | Total Consolidated | ||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Fee income | $ | $ | $ | $ | $ | ||||||||||||||||||
| Premiums | |||||||||||||||||||||||
| Net investment income | ( | ||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Operating Benefits and Expenses | |||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | |||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | ( | ( | ||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Asset-based commission expenses | |||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||
| Sub-advisor expenses | ( | ||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Deferral of acquisition costs | ( | ( | |||||||||||||||||||||
| Amortization of deferred acquisition costs | |||||||||||||||||||||||
| Total Operating Benefits and Expenses | |||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | $ | $ | $ | ( | $ | |||||||||||||||||
| Six Months Ended June 30, 2025 | Retail Annuities | Institutional Products | Closed Life and Annuity Blocks | Corporate and Other | Total Consolidated | ||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Fee income | $ | $ | $ | $ | $ | ||||||||||||||||||
| Premiums | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Other income (loss) | |||||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Operating Benefits and Expenses | |||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | |||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | ||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Asset-based commission expenses | |||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||
| Sub-advisor expenses | ( | ||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Deferral of acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Amortization of deferred acquisition costs | |||||||||||||||||||||||
| Total Operating Benefits and Expenses | |||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | $ | $ | $ | ( | $ | |||||||||||||||||
13
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
| Six Months Ended June 30, 2024 | Retail Annuities | Institutional Products | Closed Life and Annuity Blocks | Corporate and Other | Total Consolidated | ||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Fee income | $ | $ | $ | $ | $ | ||||||||||||||||||
| Premiums | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||
| Total Operating Revenues | |||||||||||||||||||||||
| Operating Benefits and Expenses | |||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | |||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | ( | ( | |||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Asset-based commission expenses | |||||||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||
| Sub-advisor expenses | ( | ||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Deferral of acquisition costs | ( | ( | |||||||||||||||||||||
| Amortization of deferred acquisition costs | |||||||||||||||||||||||
| Total Operating Benefits and Expenses | |||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | $ | $ | $ | ( | $ | |||||||||||||||||
Intersegment eliminations in the above tables are included in the Corporate and Other segment. These include the elimination of investment income, between Retail Annuities and the Corporate and Other segments, as well as the elimination from fee income and investment income of investment fees paid by Jackson Financial and its subsidiaries to PPM, which were $23 million and $20 million for the three months ended June 30, 2025 and 2024, respectively, and $44 million and $39 million for the six months ended June 30, 2025 and 2024, respectively.
The following table summarizes the reconciling items from the non-GAAP measure of total operating revenues to the U.S. GAAP measure of total revenues attributable to the Company (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total operating revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Fees attributed to guarantee benefit reserves | ||||||||||||||||||||||||||
| Net gains (losses) on hedging instruments and investments | ( | ( | ( | ( | ||||||||||||||||||||||
| Net investment income (loss) related to noncontrolling interests | ||||||||||||||||||||||||||
| Consolidated investments | ( | ( | ( | |||||||||||||||||||||||
| Net investment income on funds withheld assets | ||||||||||||||||||||||||||
Total revenues (1) | $ | ( | $ | $ | $ | |||||||||||||||||||||
(1) Substantially all the Company's revenues originated in the U.S. There were no customers that, individually, generate revenues that exceeded 10% of total revenues attributable to the Company.
14
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 3. Segment Information
The following table summarizes the reconciling items from the non-GAAP measure of total operating benefits and expenses to the U.S. GAAP measure of total benefits and expenses attributable to the Company (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Total operating benefits and expenses | $ | $ | $ | $ | ||||||||||||||||||||||
| Net (gain) loss on market risk benefits | ( | ( | ( | |||||||||||||||||||||||
| Benefits attributed to guaranteed benefit features | ||||||||||||||||||||||||||
| Amortization of DAC related to non-operating revenues and expenses | ||||||||||||||||||||||||||
| Total benefits and expenses | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||
The following table summarizes the reconciling items, from the non-GAAP measure of pretax adjusted operating earnings to the U.S. GAAP measure of net income attributable to the Company (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Pretax adjusted operating earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Pre-tax reconciling items from adjusted operating income to net income (loss) attributable to Jackson Financial Inc.: | ||||||||||||||||||||||||||
| Fees attributable to guarantee benefit reserves | ||||||||||||||||||||||||||
| Net gains (losses) on hedging instruments | ( | ( | ( | ( | ||||||||||||||||||||||
| Market risk benefits gains (losses), net | ( | |||||||||||||||||||||||||
| Net reserve and embedded derivative movements | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net hedging results | ( | ( | ||||||||||||||||||||||||
| Amortization of DAC associated with non-operating items at date of transition to LDTI | ( | ( | ( | ( | ||||||||||||||||||||||
| Net realized investment gains (losses) | ( | ( | ( | |||||||||||||||||||||||
| Net realized investment gains (losses) on funds withheld assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Net investment income on funds withheld assets | ||||||||||||||||||||||||||
| Other items | ( | ( | ( | |||||||||||||||||||||||
| Pretax income (loss) attributable to Jackson Financial Inc. | ||||||||||||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. | ||||||||||||||||||||||||||
| Less: Dividends on preferred stock | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | $ | $ | $ | ||||||||||||||||||||||
The following table summarizes total assets by segment (in millions):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Retail Annuities | $ | $ | ||||||||||||
| Closed Life and Annuity Blocks | ||||||||||||||
| Institutional Products | ||||||||||||||
| Corporate and Other | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
15
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
4. Investments
Investments consist primarily of fixed-income securities and loans, principally publicly-traded corporate and government bonds, asset-backed securities and mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The Company generates the majority of its general account deposits from interest-sensitive individual annuity contracts, life insurance products and institutional products on which it has committed to pay a declared rate of interest. The Company's strategy of investing in fixed-income securities and loans seeks the matching of the asset yield with the amounts credited to the interest-sensitive liabilities and to earn a stable return on its investments.
Debt Securities
The following table sets forth the composition of the fair value of debt securities at June 30, 2025, and December 31, 2024, classified by rating categories as assigned by a nationally recognized statistical rating organization (a “rating agency”), the National Association of Insurance Commissioners (the “NAIC”) or, if not rated by such organizations, the Company’s investment advisors. The Company uses the second lowest rating by a rating agency when rating agencies' ratings are not equivalent and, for purposes of the table, if not otherwise rated by a rating agency, the NAIC rating of a security is converted to an equivalent rating agency rating. At June 30, 2025 and December 31, 2024, the carrying value of investments rated by the Company’s consolidated investment advisor totaled $668 million and $417 million, respectively.
| Percent of Total Debt Securities Carrying Value | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
Investment Rating | |||||||||||
| U.S. government securities | |||||||||||
AAA | |||||||||||
AA | |||||||||||
A | |||||||||||
BBB | |||||||||||
Investment grade | |||||||||||
BB | |||||||||||
B and below | |||||||||||
Below investment grade | |||||||||||
Total debt securities | |||||||||||
At June 30, 2025 and December 31, 2024, the total carrying value of debt securities in an unrealized loss position consisted of:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Investment grade securities | |||||||||||
| Below investment grade securities | |||||||||||
| Not rated securities | |||||||||||
Unrealized losses on debt securities that were below investment grade or not rated were approximately 19 % and 19 % of the aggregate gross unrealized losses on available-for-sale debt securities at June 30, 2025 and December 31, 2024, respectively.
16
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
Corporate securities in an unrealized loss position were diversified across industries as follows (in millions, except percentages):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Industries accounting for the largest percentage of corporate gross unrealized losses: | |||||||||||
| Utility | |||||||||||
| Financial Services | |||||||||||
| Largest unrealized loss related to a single corporate obligor | $ | $ | |||||||||
At June 30, 2025 and December 31, 2024, the amortized cost, allowance for credit loss ("ACL"), gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):
| Allowance | Gross | Gross | |||||||||||||||||||||||||||||||||
| Amortized | for | Unrealized | Unrealized | Fair | |||||||||||||||||||||||||||||||
| June 30, 2025 | Cost (1) | Credit Loss | Gains | Losses | Value | ||||||||||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Other government securities | |||||||||||||||||||||||||||||||||||
| Public utilities | |||||||||||||||||||||||||||||||||||
| Corporate securities | |||||||||||||||||||||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed | |||||||||||||||||||||||||||||||||||
| Other asset-backed securities | |||||||||||||||||||||||||||||||||||
| Total debt securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Allowance | Gross | Gross | |||||||||||||||||||||||||||||||||
| Amortized | for | Unrealized | Unrealized | Fair | |||||||||||||||||||||||||||||||
| December 31, 2024 | Cost (1) | Credit Loss | Gains | Losses | Value | ||||||||||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Other government securities | |||||||||||||||||||||||||||||||||||
| Public utilities | |||||||||||||||||||||||||||||||||||
| Corporate securities | |||||||||||||||||||||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed | |||||||||||||||||||||||||||||||||||
| Other asset-backed securities | |||||||||||||||||||||||||||||||||||
| Total debt securities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1) Amortized cost, apart from the carrying value for securities carried at fair value under the fair value option and trading securities. | |||||||||||||||||||||||||||||||||||
17
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The amortized cost, ACL, gross unrealized gains and losses, and fair value of debt securities at June 30, 2025, by contractual maturity, are shown below (in millions). Actual maturities may differ from contractual maturities where securities can be called or prepaid with or without early redemption penalties.
| Allowance | Gross | Gross | |||||||||||||||||||||||||||
| Amortized | for | Unrealized | Unrealized | Fair | |||||||||||||||||||||||||
Cost (1) | Credit Loss | Gains | Losses | Value | |||||||||||||||||||||||||
| Due in 1 year or less | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Due after 1 year through 5 years | |||||||||||||||||||||||||||||
| Due after 5 years through 10 years | |||||||||||||||||||||||||||||
| Due after 10 years through 20 years | |||||||||||||||||||||||||||||
| Due after 20 years | |||||||||||||||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||||||||||||||
| Commercial mortgage-backed | |||||||||||||||||||||||||||||
| Other asset-backed securities | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Amortized cost, apart from the carrying value for securities carried at fair value under the fair value option and trading securities.
As required by law in various states in which business is conducted, securities with a carrying value of $86 million and $83 million at June 30, 2025 and December 31, 2024, respectively, were on deposit with regulatory authorities.
Residential mortgage-backed securities (“RMBS”) include certain RMBS that are collateralized by residential mortgage loans and are neither expressly nor implicitly guaranteed by U.S. government agencies (“non-agency RMBS”). The Company’s non-agency RMBS include investments in securities backed by prime, Alt-A, and subprime loans, as follows (in millions):
| Allowance | Gross | Gross | ||||||||||||||||||||||||||||||
| Amortized | for | Unrealized | Unrealized | Fair | ||||||||||||||||||||||||||||
| June 30, 2025 | Cost (1) | Credit Loss | Gains | Losses | Value | |||||||||||||||||||||||||||
| Prime | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Alt-A | ||||||||||||||||||||||||||||||||
| Subprime | ||||||||||||||||||||||||||||||||
| Total non-agency RMBS | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Allowance | Gross | Gross | ||||||||||||||||||||||||||||||
| Amortized | for | Unrealized | Unrealized | Fair | ||||||||||||||||||||||||||||
| December 31, 2024 | Cost (1) | Credit Loss | Gains | Losses | Value | |||||||||||||||||||||||||||
| Prime | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Alt-A | ||||||||||||||||||||||||||||||||
| Subprime | ||||||||||||||||||||||||||||||||
| Total non-agency RMBS | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) Amortized cost, apart from carrying value for securities carried at fair value under the fair value option and trading securities. | ||||||||||||||||||||||||||||||||
18
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The Company defines its exposure to non-agency RMBS as follows:
•Prime loan-backed securities are collateralized by mortgage loans made to the highest rated borrowers.
•Alt-A loan-backed securities are collateralized by mortgage loans made to borrowers who lack credit documentation or necessary requirements to obtain prime borrower rates.
•Subprime loan-backed securities are collateralized by mortgage loans made to borrowers that have a FICO score of 660 or lower.
Unrealized Losses on Debt Securities
For debt securities in an unrealized loss position, management first assesses whether the Company has the intent to sell, or whether it is more likely than not it will be required to sell, the security before the amortized cost basis is fully recovered. If either criterion is met, the amortized cost is written down to fair value through net gains (losses) on derivatives and investments as an impairment. If neither criterion is met, the securities are further evaluated to determine if the cause of the decline in fair value resulted from credit losses or other factors, such as estimates about issuer operations and future earnings potential.
There are inherent uncertainties in assessing the fair values assigned to the Company’s investments. The Company’s reviews of net present value and fair value involve several criteria including economic conditions, credit loss experience, other issuer-specific developments and estimated future cash flows. These assessments are based on the best available information at the time. Factors such as market liquidity, the widening of bid/ask spreads and a change in the cash flow assumptions can contribute to future price volatility. If actual experience differs negatively from the assumptions and other considerations used in the Condensed Consolidated Financial Statements, unrealized losses currently reported in accumulated other comprehensive income (loss) may be recognized in the Consolidated Income Statements in future periods.
The Company currently has no intent to sell securities with unrealized losses considered to be temporary until they mature or recover in value and believes that it has the ability to do so. However, if the specific facts and circumstances surrounding an individual security, or the outlook for its industry sector change, the Company may sell the security prior to its maturity or recovery and realize a loss.
When all, or a portion, of a security is deemed uncollectible, the uncollectible portion is written off with an adjustment to amortized cost and a corresponding reduction to the allowance for credit losses.
Accrued interest receivables are presented separate from the amortized cost basis of debt securities. Accrued interest receivables that are determined to be uncollectible are written off with a corresponding reduction to net investment income. Accrued interest written off was $1 nil
19
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The following table summarizes the number of securities, fair value and the gross unrealized losses of debt securities, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position (dollars in millions):
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Less than 12 months | Less than 12 months | |||||||||||||||||||||||||||||||||||||
| Gross | Fair Value | Gross | Fair Value | |||||||||||||||||||||||||||||||||||
| Unrealized | # of | Unrealized | # of | |||||||||||||||||||||||||||||||||||
| Losses | securities | Losses | securities | |||||||||||||||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other government securities | ||||||||||||||||||||||||||||||||||||||
| Public utilities | ||||||||||||||||||||||||||||||||||||||
| Corporate securities | ||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities | ||||||||||||||||||||||||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 12 months or longer | 12 months or longer | |||||||||||||||||||||||||||||||||||||
| Gross | Fair Value | Gross | Fair Value | |||||||||||||||||||||||||||||||||||
| Unrealized | # of | Unrealized | # of | |||||||||||||||||||||||||||||||||||
| Losses | securities | Losses | securities | |||||||||||||||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other government securities | ||||||||||||||||||||||||||||||||||||||
| Public utilities | ||||||||||||||||||||||||||||||||||||||
| Corporate securities | ||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities | ||||||||||||||||||||||||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Total | Total | |||||||||||||||||||||||||||||||||||||
| Gross | Gross | |||||||||||||||||||||||||||||||||||||
| Unrealized | Fair | # of | Unrealized | Fair | # of | |||||||||||||||||||||||||||||||||
| Losses | Value | securities (1) | Losses | Value | securities (1) | |||||||||||||||||||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other government securities | ||||||||||||||||||||||||||||||||||||||
| Public utilities | ||||||||||||||||||||||||||||||||||||||
Corporate securities | ||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed | ||||||||||||||||||||||||||||||||||||||
| Other asset-backed securities | ||||||||||||||||||||||||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Certain securities contain multiple lots and fit the criteria of both aging groups.
Debt securities in an unrealized loss position as of June 30, 2025 did not require an impairment recognized in earnings as (i) the Company did not intend to sell these debt securities, (ii) it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost basis, and (iii) the difference in the fair value compared to the amortized cost was due to factors other than credit loss. Based upon this evaluation, the Company believes it has the ability to generate adequate amounts of cash from normal operations to meet cash requirements with a reasonable margin of safety without requiring the sale of impaired securities.
20
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
As of June 30, 2025, unrealized losses associated with debt securities are primarily due to widening credit spreads or rising risk-free rates since purchase. As described below, the Company performed analyses of the financial performance of the underlying issues in an unrealized loss position and believes that recovery of the entire amortized cost of each impaired security is expected.
Evaluation of Available-for-Sale Debt Securities for Credit Loss
The credit loss evaluation for a debt security may consider one or more of the following:
•the extent to which the fair value is below amortized cost;
•changes in ratings;
•whether a significant covenant has been breached;
•assessments of the issuer’s ability to make scheduled debt payments based upon judgments related to its current and projected financial position, including whether it has filed or indicated a possibility of filing for bankruptcy, has missed or announced it intends to miss a scheduled debt service payment, or has experienced a specific material adverse change that may impair its creditworthiness;
•the existence of, and realizable value of, any collateral backing the obligations;
•the macro-economic and micro-economic outlooks for the issuer and its industry;
•for asset-backed securities: includes an assessment of future estimated cash flows under expected and stress case scenarios to identify potential shortfalls in contractual payments. These estimated cash flows are developed using available performance indicators from the underlying assets, such as current and projected default or delinquency rates, levels of credit enhancement, current subordination levels, vintage, expected loss severity and other relevant characteristics; and
•for mortgage-backed securities, credit losses are assessed using a cash flow model that estimates the cash flows on the underlying mortgages, using the security-specific collateral characteristics and transaction structure. The model estimates cash flows from the underlying mortgage loans and distributes those cash flows to various tranches of securities based on the transaction structure and any existing subordination and credit enhancements. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then projects the remaining cash flows using a number of assumptions, including prepayment timing, default rates and loss severity. Specifically, for prime and Alt-A RMBS, the assumed default percentage is dependent on the severity of delinquency status, with foreclosures and real estate owned receiving higher rates, but also includes the currently performing loans.
These estimates reflect a combination of data derived by third parties and internally developed assumptions. Where possible, this data is benchmarked against other third-party sources. In addition, these estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate. When a credit loss is determined to exist and the present value of cash flows expected to be collected is less than the amortized cost of the security, an allowance for credit loss is recorded along with a charge to net gains (losses) on derivatives and investments, limited by the amount that the fair value is less than amortized cost. Any remaining unrealized loss after recording the allowance for credit loss is the non-credit amount and is recorded to other comprehensive income.
The allowance for credit loss for specific debt securities may be increased or reversed in subsequent periods due to changes in the assessment of the present value of cash flows that are expected to be collected. Any changes to the allowance for credit loss are recorded as a provision for (or reversal of) credit loss expense in net gains (losses) on derivatives and investments.
21
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The roll-forward of the allowance for credit loss for available-for-sale securities by sector is as follows (in millions):
| Three Months Ended June 30, 2025 | US government securities | Other government securities | Public utilities | Corporate securities | Residential mortgage-backed | Commercial mortgage-backed | Other asset-backed securities | Total | ||||||||||||||||||
| Balance at April 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions for which credit loss was not previously recorded | ||||||||||||||||||||||||||
| Changes for securities with previously recorded credit loss | ||||||||||||||||||||||||||
Additions for purchases of PCD debt securities (1) | ||||||||||||||||||||||||||
| Reductions from charge-offs | ( | ( | ||||||||||||||||||||||||
| Reductions for securities disposed | ( | ( | ||||||||||||||||||||||||
| Securities intended/required to be sold before recovery of amortized cost basis | ||||||||||||||||||||||||||
Balance at June 30, 2025 (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Three Months Ended June 30, 2024 | US government securities | Other government securities | Public utilities | Corporate securities | Residential mortgage-backed | Commercial mortgage-backed | Other asset-backed securities | Total | ||||||||||||||||||
| Balance at April 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions for which credit loss was not previously recorded | ||||||||||||||||||||||||||
| Changes for securities with previously recorded credit loss | ||||||||||||||||||||||||||
Additions for purchases of PCD debt securities (1) | ||||||||||||||||||||||||||
| Reductions from charge-offs | ||||||||||||||||||||||||||
| Reductions for securities disposed | ||||||||||||||||||||||||||
| Securities intended/required to be sold before recovery of amortized cost basis | ||||||||||||||||||||||||||
Balance at June 30, 2024 (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Six Months Ended June 30, 2025 | US government securities | Other government securities | Public utilities | Corporate securities | Residential mortgage-backed | Commercial mortgage-backed | Other asset-backed securities | Total | ||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions for which credit loss was not previously recorded | ||||||||||||||||||||||||||
| Changes for securities with previously recorded credit loss | ||||||||||||||||||||||||||
Additions for purchases of PCD debt securities (1) | ||||||||||||||||||||||||||
| Reductions from charge-offs | ( | ( | ||||||||||||||||||||||||
| Reductions for securities disposed | ( | ( | ||||||||||||||||||||||||
| Securities intended/required to be sold before recovery of amortized cost basis | ( | ( | ||||||||||||||||||||||||
Balance at June 30, 2025 (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
22
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
| Six Months Ended June 30, 2024 | US government securities | Other government securities | Public utilities | Corporate securities | Residential mortgage-backed | Commercial mortgage-backed | Other asset-backed securities | Total | ||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions for which credit loss was not previously recorded | ||||||||||||||||||||||||||
| Changes for securities with previously recorded credit loss | ||||||||||||||||||||||||||
Additions for purchases of PCD debt securities (1) | ||||||||||||||||||||||||||
| Reductions from charge-offs | ||||||||||||||||||||||||||
| Reductions for securities disposed | ( | ( | ||||||||||||||||||||||||
| Securities intended/required to be sold before recovery of amortized cost basis | ||||||||||||||||||||||||||
Balance at June 30, 2024 (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) Represents purchased credit-deteriorated ("PCD") fixed maturity available-for-sale securities. | |||||||||||
(2) Accrued interest receivable on debt securities totaled $ | |||||||||||
Net Investment Income
The sources of net investment income were as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Debt securities (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Mortgage loans | ||||||||||||||||||||||||||
| Policy loans | ||||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Other investment income | ||||||||||||||||||||||||||
| Total investment income excluding funds withheld assets | ||||||||||||||||||||||||||
Investment expenses (2) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net investment income excluding funds withheld assets | ||||||||||||||||||||||||||
| Net investment income on funds withheld assets (see Note 8) | ||||||||||||||||||||||||||
| Net investment income | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes changes in fair value gains (losses) on trading securities and includes $(64 ) million and $(74 ) million for the three and six months ended June 30, 2025, respectively, and $(3 ) million and $22 million for the three and six months ended June 30, 2024, respectively, related to the change in fair value for securities carried under the fair value option.
(2) Includes expenses from consolidated variable interest entities, which includes changes in fair value of notes issued by those entities, of $(42 ) million and $(74 ) million for the three and six months ended June 30, 2025, respectively, and $(48 ) million and $(106 ) million for the three and six months ended June 30, 2024, respectively.
Unrealized gains (losses) included in investment income that were recognized on equity securities held were $4 million and $(1 ) million for the three months ended June 30, 2025 and 2024, respectively, and $2 million and $6 million for the six months ended June 30, 2025 and 2024, respectively.
23
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
Net Gains (Losses) on Derivatives and Investments
The following table summarizes net gains (losses) on derivatives and investments (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Available-for-sale securities | ||||||||||||||||||||||||||
| Realized gains on sale | $ | $ | $ | $ | ||||||||||||||||||||||
| Realized losses on sale | ( | ( | ( | ( | ||||||||||||||||||||||
| Credit loss income (expense) on mortgage loans | ( | ( | ( | |||||||||||||||||||||||
Other (1) | ( | ( | ( | |||||||||||||||||||||||
| Net gains (losses) excluding derivatives and funds withheld assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Net gains (losses) on derivative instruments (see Note 5) | ( | ( | ( | ( | ||||||||||||||||||||||
| Net gains (losses) on derivatives and investments | ( | ( | ( | ( | ||||||||||||||||||||||
| Net gains (losses) on funds withheld reinsurance treaties (see Note 8) | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net gains (losses) on derivatives and investments | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1) Includes the foreign currency gain or loss related to foreign denominated funding agreements. | ||||||||||||||||||||||||||
Net gains (losses) on funds withheld reinsurance treaties represents income (loss) from the sale of investments held in segregated funds withheld accounts in support of reinsurance agreements for which Jackson retains legal ownership of the underlying investments. These gains (losses) are increased or decreased by:
•changes in the embedded derivative liability related to the Athene Life Re Ltd. ("Athene") funds withheld coinsurance agreement (the “Athene Reinsurance Transaction”),
•changes in the related funds withheld payable, as all economic performance of the investments held in the segregated accounts inure to the benefit of the reinsurers under the respective reinsurance agreements, and
•amortization of the difference between book value and fair value of the investments as of the effective date of the reinsurance agreements.
The aggregate fair value of securities sold at a loss for the three and six months ended June 30, 2025 was $589 million and $1.3 billion, which was approximately 95 % and 95 % of book value, respectively. The aggregate fair value of securities sold at a loss for the three and six months ended June 30, 2024 was $625 million and $1.9 billion, which was approximately 95 % and 93 % of book value, respectively.
Proceeds from sales of available-for-sale debt securities were $849 million and $1.8 billion during the three and six months ended June 30, 2025, respectively, and $1.2 billion and $2.9 billion during the three and six months ended June 30, 2024, respectively.
Consolidated Variable Interest Entities ("VIEs")
The Company concluded that the following entities are VIEs and that the Company is the primary beneficiary as it has both the power to direct the most significant activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In each case, the Company’s exposure to loss is limited to the capital invested plus, in the cases of the limited liability companies ("LLCs") and the Private Equity Funds, unfunded capital commitments. Creditors of the consolidated VIEs do not have recourse to the general credit of the Company.
•The Company funds affiliated LLCs to facilitate the issuance of collateralized loan obligations ("CLOs"). The Company's policy is to record the consolidation of VIEs on a one-month lag due to the timing of when information is available from the VIE.
24
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
•Private Equity Funds III – VIII and Strategic Opportunity Fund I are limited partnership structures that invest the ownership capital in portfolios of various other limited partnership structures. Private Equity Fund IX was created in the third quarter of 2024, but is not expected to be funded by the Company until the second half of 2025. Strategic Opportunity Fund I was funded in June 2025.
•PPM has created and managed institutional share class mutual funds, where Jackson seeds new funds, or new share classes within a fund, when deemed necessary to develop the requisite track record prior to allowing investment by external parties. These mutual funds ceased operations during the year ended December 31, 2024.
Asset and liability information for the consolidated VIEs included on the Condensed Consolidated Balance Sheets are as follows (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Debt securities, at fair value under fair value option | $ | $ | |||||||||
| Equity securities | |||||||||||
| Other invested assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Notes issued by consolidated VIEs, at fair value under fair value option | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Total other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Equity | |||||||||||
| Noncontrolling interests | $ | $ | |||||||||
Unconsolidated VIEs
The Company has concluded the following entities are VIEs but does not consolidate them. Based on analysis of the limited partnerships ("LPs"), LLCs and the mutual funds, the Company is not the primary beneficiary of the VIE because the Company lacks the power to direct the activities of the VIE that most significantly impact the VIE's performance or lacks the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entities, or lacks both.
•The carrying amounts of the Company’s investments in certain LPs and LLCs are recognized in other invested assets on the Condensed Consolidated Balance Sheets. Unfunded capital commitments for these investments are detailed in Note 16 of these Notes to Condensed Consolidated Financial Statements. The Company’s exposure to loss was limited to $2,567 million and $2,637 million as of June 30, 2025 and December 31, 2024, respectively, representing the aggregate capital invested and unfunded capital commitments related to the LPs and LLCs at those dates. The capital invested in an LP or LLC equals the original capital contributed, increased for additional capital contributed after the initial investment, and reduced for any returns of capital from the LP or LLC. LPs and LLCs are carried at fair value.
•The Company's investments in certain mutual funds are recognized in equity securities on the Condensed Consolidated Balance Sheets and were $20 million and $19 million as of June 30, 2025 and December 31, 2024, respectively. The Company’s maximum exposure to loss on these mutual funds is limited to the amortized cost for these investments.
25
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The Company makes investments in structured debt securities issued by VIEs for which it is not the manager. These structured debt securities include RMBS, Commercial Mortgage-Backed Securities ("CMBS"), and asset-backed securities ("ABS"). The Company does not consolidate the securitization trusts utilized in these transactions because it does not have the power to direct the activities that most significantly impact the economic performance of these securitization trusts. The Company does not consider its continuing involvement with these VIEs to be significant because it either invests in securities issued by the VIE and was not involved in the design of the VIE or no transfers have occurred between the Company and the VIE. The Company’s maximum exposure to loss on these structured debt securities is limited to the amortized cost of these investments. The Company does not have any further contractual obligations to the VIE. The Company recognizes the variable interest in these VIEs at fair value on the Condensed Consolidated Balance Sheets.
Commercial and Residential Mortgage Loans
The following table shows commercial mortgage loans, residential mortgage loans, and the respective accrued interest thereon (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
Commercial mortgage loans (1) | $ | $ | |||||||||
| Accrued interest receivable on commercial mortgage loans | |||||||||||
Residential mortgage loans (2) | |||||||||||
| Accrued interest receivable on residential mortgage loans | |||||||||||
(1) Net of an allowance for credit losses of $122 million and $116 million at each date, respectively.
At June 30, 2025, commercial mortgage loans were collateralized by properties located in 34 states, the District of Columbia, and Europe, while residential mortgage loans were collateralized by properties located in 49 states, the District of Columbia, Mexico, and Europe.
Evaluation for Credit Losses on Mortgage Loans
The Company reviews mortgage loans that are not carried at fair value under the fair value option on a quarterly basis to estimate the ACL with changes in the ACL recorded in net gains (losses) on derivatives and investments. Apart from an ACL recorded on individual mortgage loans where the borrower is experiencing financial difficulties, the Company records an ACL on the pool of mortgage loans based on lifetime expected credit losses. The Company utilizes a third-party forecasting model to estimate lifetime expected credit losses at a loan level for mortgage loans. The model forecasts net operating income and property values for the economic scenario selected. The debt service coverage ratios (“DSCR”) and loan to values (“LTV”) are calculated over the forecastable period by comparing the projected net operating income and property valuations to the loan payment and principal amounts of each loan. The model utilizes historical mortgage loan performance based on DSCRs and LTV to derive probability of default and expected losses based on the economic scenario that is similar to the Company’s expectations of economic factors such as unemployment, gross domestic product growth, and interest rates. The Company determined the forecastable period to be reasonable and supportable for a period of two years beyond the end of the reporting period. Over the following one-year period, the model reverts to the historical performance of the portfolio for the remainder of the contractual term of the loans. In cases where the Company does not have an appropriate length of historical performance, the relevant historical rate from an index or the lifetime expected credit loss calculated from the model may be used.
Unfunded commitments are included in the model and an ACL is determined accordingly. Credit loss estimates are pooled by property type and the Company does not include accrued interest in the determination of ACL.
For individual loans or for types of loans for which the third-party model is deemed not suitable, the Company utilizes relevant current market data, industry data, and publicly available historical loss rates to calculate an estimate of the lifetime expected credit loss.
Mortgage loans on real estate deemed uncollectible are charged against the ACL, and subsequent recoveries, if any, are credited to the ACL, limited to the aggregate of amounts previously charged-off and expected to be charged-off. Mortgage loans on real estate are presented net of the ACL on the Condensed Consolidated Balance Sheets.
26
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The following table provides the change in the allowance for credit losses in the Company’s mortgage loan portfolios (in millions):
| Three Months Ended June 30, 2025 | Apartment | Hotel | Office | Retail | Warehouse | Other | Residential Mortgage | Total | ||||||||||||||||||
| Balance at April 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge offs, net of recoveries | ||||||||||||||||||||||||||
| Reductions for mortgages disposed | ( | ( | ( | |||||||||||||||||||||||
| Additions from purchase of PCD mortgage loans | ||||||||||||||||||||||||||
| Provision (release) | ( | |||||||||||||||||||||||||
Balance at June 30, 2025 (1) (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Three Months Ended June 30, 2024 | Apartment | Hotel | Office | Retail | Warehouse | Other | Residential Mortgage | Total | ||||||||||||||||||
| Balance at April 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge offs, net of recoveries | ||||||||||||||||||||||||||
| Reductions for mortgages disposed | ||||||||||||||||||||||||||
| Additions from purchase of PCD mortgage loans | ||||||||||||||||||||||||||
| Provision (release) | ( | ( | ( | ( | ||||||||||||||||||||||
Balance at June 30, 2024 (1) (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Six Months Ended June 30, 2025 | Apartment | Hotel | Office | Retail | Warehouse | Other | Residential Mortgage | Total | ||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge offs, net of recoveries | ( | ( | ||||||||||||||||||||||||
| Reductions for mortgages disposed | ( | ( | ( | |||||||||||||||||||||||
| Additions from purchase of PCD mortgage loans | ||||||||||||||||||||||||||
| Provision (release) | ( | ( | ||||||||||||||||||||||||
Balance at June 30, 2025 (1) (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Six Months Ended June 30, 2024 | Apartment | Hotel | Office | Retail | Warehouse | Other | Residential Mortgage | Total | ||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge offs, net of recoveries | ||||||||||||||||||||||||||
| Reductions for mortgages disposed | ||||||||||||||||||||||||||
| Additions from purchase of PCD mortgage loans | ||||||||||||||||||||||||||
| Provision (release) | ( | ( | ( | |||||||||||||||||||||||
Balance at June 30, 2024 (1) (2) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
(1) Accrued interest receivable totaled $ | ||||||||||||||
(2) Accrued interest amounting to $ | ||||||||||||||
The Company’s mortgage loans that are current and in good standing are accruing interest. Interest is not accrued on loans greater than 90 days delinquent and in process of foreclosure, when deemed uncollectible. Delinquency status is determined from the date of the first missed contractual payment.
27
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The following table provides information about our residential mortgage loans in process of foreclosure (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
Recorded investment (1) | $ | $ | |||||||||
| Unpaid principal balance | |||||||||||
| Related loan allowance | |||||||||||
| Average recorded investment | |||||||||||
| Investment income recognized | |||||||||||
(1) At June 30, 2025 and December 31, 2024, includes $3 million and $2 million, respectively, of loans in process of foreclosure, all of which are loans supported with insurance or other guarantees provided by various governmental programs.
The following tables provide information about the credit quality with vintage year and category of mortgage loans (dollars in millions):
| June 30, 2025 | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans | Total | % of Total | |||||||||||||||||||||
| Commercial mortgage loans | |||||||||||||||||||||||||||||
Loan to value ratios (1): | |||||||||||||||||||||||||||||
| Less than 70% | $ | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
| 70% - 80% | % | ||||||||||||||||||||||||||||
| 80% - 100% | % | ||||||||||||||||||||||||||||
| Greater than 100% | % | ||||||||||||||||||||||||||||
| Total commercial mortgage loans | % | ||||||||||||||||||||||||||||
Debt service coverage ratios (2): | |||||||||||||||||||||||||||||
| Greater than 1.20x | % | ||||||||||||||||||||||||||||
| 1.00x - 1.20x | % | ||||||||||||||||||||||||||||
| Less than 1.00x | % | ||||||||||||||||||||||||||||
| Total commercial mortgage loans | % | ||||||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||
| Performing | % | ||||||||||||||||||||||||||||
| Nonperforming | % | ||||||||||||||||||||||||||||
| Total residential mortgage loans | % | ||||||||||||||||||||||||||||
| Total mortgage loans | $ | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
(1) The loan to value ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2) The debt service coverage ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
28
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
| December 31, 2024 | |||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans | Total | % of Total | |||||||||||||||||||||
| Commercial mortgage loans | |||||||||||||||||||||||||||||
Loan to value ratios (1): | |||||||||||||||||||||||||||||
| Less than 70% | $ | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
| 70% - 80% | % | ||||||||||||||||||||||||||||
| 80% - 100% | % | ||||||||||||||||||||||||||||
| Greater than 100% | % | ||||||||||||||||||||||||||||
| Total commercial mortgage loans | % | ||||||||||||||||||||||||||||
Debt service coverage ratios (2): | |||||||||||||||||||||||||||||
| Greater than 1.20x | % | ||||||||||||||||||||||||||||
| 1.00x - 1.20x | % | ||||||||||||||||||||||||||||
| Less than 1.00x | % | ||||||||||||||||||||||||||||
| Total commercial mortgage loans | % | ||||||||||||||||||||||||||||
| Residential mortgage loans | |||||||||||||||||||||||||||||
| Performing | % | ||||||||||||||||||||||||||||
| Nonperforming | % | ||||||||||||||||||||||||||||
| Total residential mortgage loans | % | ||||||||||||||||||||||||||||
| Total mortgage loans | $ | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||
(1) The loan to value ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.
(2) The debt service coverage ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.
Accruing Loans (1) | ||||||||||||||||||||||||||
| June 30, 2025 | Current | 30-89 Days Past Due (2) | 90 Days or Greater Past Due (2) | Non-accrual Loans (1) | Total Loans (1) | Non-accrual Loans with No Allowance (1) | Interest Income on Non-accrual Loans | |||||||||||||||||||
| Apartment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Hotel | ||||||||||||||||||||||||||
| Office | ||||||||||||||||||||||||||
| Retail | ||||||||||||||||||||||||||
| Warehouse | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total commercial | ||||||||||||||||||||||||||
Residential (2) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| ACL | ( | |||||||||||||||||||||||||
| Total with ACL | $ | |||||||||||||||||||||||||
29
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
Accruing Loans (1) | ||||||||||||||||||||||||||
| December 31, 2024 | Current | 30-89 Days Past Due (2) | 90 Days or Greater Past Due (2) | Non-accrual Loans (1) | Total Loans (1) | Non-accrual Loans with No Allowance (1) | Interest Income on Non-accrual Loans | |||||||||||||||||||
| Apartment | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Hotel | ||||||||||||||||||||||||||
| Office | ||||||||||||||||||||||||||
| Retail | ||||||||||||||||||||||||||
| Warehouse | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total commercial | ||||||||||||||||||||||||||
Residential (2) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| ACL | ( | |||||||||||||||||||||||||
| Total with ACL | $ | |||||||||||||||||||||||||
(1) Amortized cost or fair value for loans carried at fair value under the fair value option.
(2) At June 30, 2025 and December 31, 2024, includes $20 million and $24 million, respectively, of loans 30-89 days past due and $16 million and $24 million, respectively, of loans 90 days or greater past due and supported with insurance or other guarantees provided by various governmental programs.
The following table provides information about the mortgage loans modified during the periods indicated to borrowers experiencing financial difficulty (dollars in millions):
| Term Extension | ||||||||||||||
| Amortized Cost Basis | Percent of Total Class | |||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||
| Commercial mortgage loans | $ | % | ||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||
| Commercial mortgage loans | $ | % | ||||||||||||
| Term Extension | ||||||||||||||
| Amortized Cost Basis | Percent of Total Class | |||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||
| Commercial mortgage loans | $ | % | ||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||
| Commercial mortgage loans | $ | % | ||||||||||||
As of June 30, 2025, the above modified loans had no unfunded commitment.
The following table describes the financial effect of the modifications made to the loans noted above:
| Term Extension | ||||||||
| Financial Effect | ||||||||
| Six Months Ended June 30, 2024 | ||||||||
| Commercial mortgage loans | Granted extension of term for three-years and rate converted from variable to | |||||||
30
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months (in millions):
| Payment Status (Amortized Cost Basis) | ||||||||||||||||||||
| Current | 30-89 Days Past Due | 90+ Days Past Due | ||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Commercial mortgage loans | $ | $ | $ | |||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||
| Commercial mortgage loans | $ | $ | $ | |||||||||||||||||
As of June 30, 2025 and 2024, stressed mortgage loans for which the Company is dependent, or expects to be dependent, on the underlying property to satisfy repayment were $32 million and $31 million, respectively.
Policy Loans
Policy loans are loans the Company issues to contract holders that use the cash surrender value of their life insurance policy or annuity contract as collateral. At June 30, 2025 and December 31, 2024, $3.5 billion and $3.5 billion of these loans were carried at fair value, which the Company believes is equal to unpaid principal balances, plus accrued investment income. At June 30, 2025 and December 31, 2024, the Company had $0.9 billion and $0.9 billion, respectively, of policy loans not held as collateral for reinsurance, which were carried at the unpaid principal balances.
Other Invested Assets
Other invested assets primarily include investments in:
•Federal Home Loan Bank of Indianapolis ("FHLBI") capital stock, which is carried at cost and adjusted for any impairment. At June 30, 2025 and December 31, 2024, FHLB capital stock had a carrying value of $119 million and $127 million, respectively;
•limited partnerships (“LPs”), which are carried at values determined by using the proportion of the Company’s investment in each fund (Net Asset Value (“NAV”) equivalent) as a practical expedient for fair value, and generally are recorded on a three-month lag, with changes in value included in net investment income. At June 30, 2025 and December 31, 2024, investments in LPs had carrying values of $2.5 billion and $2.5 billion, respectively; and
•real estate, which is carried at the lower of depreciated cost or fair value and real estate occupied by the Company is carried at depreciated cost. At June 30, 2025 and December 31, 2024, real estate totaling $231 million and $232 million, respectively, included foreclosed properties with a book value of $16 million and $14 million at June 30, 2025 and December 31, 2024, respectively.
Securities Lending
The Company has entered into securities lending agreements with agent banks whereby blocks of securities are loaned to third parties, primarily major brokerage firms. As of June 30, 2025 and December 31, 2024, the estimated fair value of loaned securities was $38 million and $13 million, respectively. The agreements require a minimum of 102 % of the fair value of the loaned securities to be held as collateral, calculated daily. To further minimize the credit risks related to these programs, the financial condition of counterparties is monitored on a regular basis. At June 30, 2025 and December 31, 2024, cash collateral received in the amount of $40 million and $14 million, respectively, was invested by the agent banks and included in cash and cash equivalents of the Company. A securities lending payable for the overnight and continuous loans is included in liabilities in the amount of cash collateral received. Securities lending transactions are used to generate income. Income and expenses associated with these transactions are reported as net investment income.
31
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 4. Investments
Repurchase Agreements
The Company routinely enters into repurchase agreements whereby the Company agrees to sell and repurchase securities. These agreements are accounted for as financing transactions, with the assets and associated liabilities included in the Condensed Consolidated Balance Sheets.
At June 30, 2025 and December 31, 2024, the outstanding repurchase agreement balance was $1.1 billion and $1.5 billion, respectively, having maturities within 30 days, and was included within repurchase agreements and securities lending payable in the Condensed Consolidated Balance Sheets. These repurchase agreements were collateralized with U.S. Treasury securities and corporate securities of $1.1 billion and $1.5 billion, respectively, at June 30, 2025 and December 31, 2024.
In the event of a decline in the fair value of the pledged collateral under these agreements, the Company may be required to transfer cash or additional securities as pledged collateral. Interest expense totaled $16 million and $28 million for the three and six months ended June 30, 2025, respectively, and $22 million and $41 million for the three and six months ended June 30, 2024, respectively, and is included within net investment income.
Collateral Upgrade Transactions
During the first quarter of 2024, Jackson executed certain paired repurchase and reverse repurchase transactions totaling $1.5 billion pursuant to master repurchase agreements with participating bank counterparties. Under these transactions, the Company lends securities (e.g., corporate debt securities) to bank counterparties in exchange for U.S. Treasury securities that the Company then uses to provide as collateral. The paired repurchase and reverse repurchase transactions are settled on a net basis. As a result, there was no cash exchanged at initiation of these agreements. The paired transactions are reported net within the Condensed Consolidated Balance Sheets. These transactions are evergreened and require at least 150 -days' notice prior to termination.
At June 30, 2025 and December 31, 2024, the fair value of the U.S. treasuries received was $1.5 billion and $1.5 billion, respectively, collateralized with corporate securities with a fair value of $1.6 billion and $1.6 billion, respectively. Subsequently, the Company provided these U.S. Treasury securities as collateral for derivative trades, and they are included as part of the derivative collateral disclosures.
In the event of a decline in the fair value of the pledged collateral under these agreements, the Company may be required to transfer cash or additional securities as pledged collateral. Gross interest income of $17 million and $21 million and gross interest expense of $19 million and $23 million for the three months ended June 30, 2025 and 2024, respectively, and gross interest income of $33 million and $33 million and gross interest expense of $38 million and $36 million for the six months ended June 30, 2025 and 2024, respectively, are included within net investment income.
32
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments
5. Derivative Instruments
The Company’s business model includes the acceptance, monitoring and mitigation of risk. Specifically, the Company considers, among other factors, exposures to interest rate and equity market movements, foreign exchange rates and other asset or liability prices. The Company uses derivative instruments to mitigate or reduce these risks in accordance with established policies and goals. The Company’s derivative holdings, while effective in managing defined risks, are not structured to meet accounting requirements to be designated as hedging instruments. As a result, freestanding derivatives are carried at fair value with changes recorded in net gains (losses) on derivatives and investments.
A summary of the aggregate contractual or notional amounts and fair values of the Company’s freestanding and embedded derivative instruments are as follows (in millions):
| June 30, 2025 | ||||||||||||||||||||||||||
| Contractual/ | Assets | Liabilities | Net | |||||||||||||||||||||||
| Notional | Fair | Fair | Fair Value | |||||||||||||||||||||||
Amount (1) | Value | Value | Asset (Liability) | |||||||||||||||||||||||
| Freestanding derivatives | ||||||||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | $ | ||||||||||||||||||||||
Equity index futures (2) | ||||||||||||||||||||||||||
| Equity index put options | ||||||||||||||||||||||||||
| Interest rate swaps | ( | |||||||||||||||||||||||||
Interest rate futures (2) | ||||||||||||||||||||||||||
| Total return swaps | ( | |||||||||||||||||||||||||
| Bond forwards | ||||||||||||||||||||||||||
| Total freestanding derivatives | ||||||||||||||||||||||||||
| Embedded derivatives | ||||||||||||||||||||||||||
Fixed index annuity embedded derivatives (3) | N/A | ( | ||||||||||||||||||||||||
Registered index linked annuity embedded derivatives (3) | N/A | ( | ||||||||||||||||||||||||
| Total embedded derivatives | N/A | ( | ||||||||||||||||||||||||
| Derivatives related to funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Cross-currency swaps | ||||||||||||||||||||||||||
| Cross-currency forwards | ( | |||||||||||||||||||||||||
Funds withheld embedded derivative (4) | N/A | |||||||||||||||||||||||||
| Total derivatives related to funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
(1) The notional amount for swaps and swaptions represents the stated principal balance used as a basis for calculating payments. The contractual amount for futures, forwards, and options represents the market exposure of open positions. | ||||||||||||||||||||||||||
(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades. | ||||||||||||||||||||||||||
(3) Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The non-performance risk adjustment is included in the balance above. | ||||||||||||||||||||||||||
(4) Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||
33
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments
| December 31, 2024 | ||||||||||||||||||||||||||
| Contractual/ | Assets | Liabilities | Net | |||||||||||||||||||||||
| Notional | Fair | Fair | Fair Value | |||||||||||||||||||||||
Amount (1) | Value | Value | Asset (Liability) | |||||||||||||||||||||||
| Freestanding derivatives | ||||||||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | $ | ( | |||||||||||||||||||||
Equity index futures (2) | ||||||||||||||||||||||||||
| Equity index put options | ||||||||||||||||||||||||||
| Interest rate swaps | ( | |||||||||||||||||||||||||
Interest rate futures (2) | ||||||||||||||||||||||||||
| Total return swaps | ||||||||||||||||||||||||||
| Bond forwards | ( | |||||||||||||||||||||||||
| Total freestanding derivatives | ( | |||||||||||||||||||||||||
| Embedded derivatives | ||||||||||||||||||||||||||
Fixed index annuity embedded derivatives (3) | N/A | ( | ||||||||||||||||||||||||
Registered index linked annuity embedded derivatives (3) | N/A | ( | ||||||||||||||||||||||||
| Total embedded derivatives | N/A | ( | ||||||||||||||||||||||||
| Derivatives related to funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Cross-currency swaps | ||||||||||||||||||||||||||
| Cross-currency forwards | ||||||||||||||||||||||||||
Funds withheld embedded derivative (4) | N/A | |||||||||||||||||||||||||
| Total derivatives related to funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | |||||||||||||||||||||
(1) The notional amount for swaps and swaptions represents the stated principal balance used as a basis for calculating payments. The contractual amount for futures, forwards, and options represents the market exposure of open positions. | ||||||||||||||||||||||||||
(2) Variation margin is considered settlement resulting in the netting of cash received/paid for variation margin against the fair value of the trades. | ||||||||||||||||||||||||||
(3) Included within other contract holder funds on the Condensed Consolidated Balance Sheets. The non-performance risk adjustment is included in the balance above. | ||||||||||||||||||||||||||
(4) Included within funds withheld payable under reinsurance treaties on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||||||||
34
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments
The following table reflects the results of the Company’s derivatives, including gains (losses) and change in fair value of freestanding derivative instruments and embedded derivatives (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Derivatives excluding funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Equity index futures | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity index put options | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest rate swaps | ( | ( | ||||||||||||||||||||||||
| Put-swaptions | ( | ( | ||||||||||||||||||||||||
| Interest rate futures | ( | ( | ( | ( | ||||||||||||||||||||||
| Total return swaps | ( | ( | ( | ( | ||||||||||||||||||||||
| Bond forwards | ( | |||||||||||||||||||||||||
| Fixed index annuity embedded derivatives | ( | ( | ( | ( | ||||||||||||||||||||||
| Registered index linked annuity embedded derivatives | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net gains (losses) on derivative instruments excluding derivative instruments related to funds withheld under reinsurance treaties | ( | ( | ( | ( | ||||||||||||||||||||||
| Derivatives related to funds withheld under reinsurance treaties | ||||||||||||||||||||||||||
| Cross-currency swaps | ( | ( | ||||||||||||||||||||||||
| Cross-currency forwards | ( | ( | ||||||||||||||||||||||||
| Funds withheld embedded derivative | ( | ( | ||||||||||||||||||||||||
| Total net gains (losses) on derivative instruments related to funds withheld under reinsurance treaties | ( | ( | ||||||||||||||||||||||||
| Total net gains (losses) on derivative instruments including derivative instruments related to funds withheld under reinsurance treaties | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
All the Company’s trade agreements for freestanding, over-the-counter derivatives contain credit downgrade provisions that allow a party to assign or terminate derivative transactions if the counterparty’s credit rating declines below an established limit.
At June 30, 2025 and December 31, 2024, the fair value of the Company’s net non-cleared, over-the-counter derivative assets by counterparty were $230 million and $203 million, respectively, and held collateral was $149 million and $252 million, respectively, related to these agreements.
At June 30, 2025 and December 31, 2024, the fair value of the Company’s net non-cleared, over-the-counter derivative liabilities by counterparty were $194 million and $267 million, respectively, and provided collateral was $329 million and $302 million, respectively, related to these agreements.
If all the downgrade provisions had been triggered at June 30, 2025 and December 31, 2024, in aggregate, the Company would have had to disburse nil and $49 million, respectively, and would have been allowed to claim $216 million and $35 million, respectively.
The Company pledged collateral of $1,447 million and $1,780 million as of June 30, 2025 and December 31, 2024, respectively, for initial margin related to uncleared margin for over-the-counter derivatives and exchange-traded futures. Variation margin on exchange traded futures is settled through the netting of cash paid/received for variation margin against the fair value of the trades.
During the second quarter of 2025, the Company purchased equity options for which option premium payments totaling $52 million were deferred until contract termination.
35
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments
Offsetting Assets and Liabilities
The Company’s derivative instruments, repurchase agreements and securities lending agreements are subject to master netting arrangements and collateral arrangements. A master netting arrangement with a counterparty creates a right of offset for amounts due to and due from that same counterparty that is enforceable in the event of a default or bankruptcy. The Company recognizes amounts subject to master netting arrangements on a gross basis within the Condensed Consolidated Balance Sheets.
The following tables present the gross and net information about the Company’s financial instruments subject to master netting arrangements (in millions):
| June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amounts Recognized | Gross Amounts Offset in the Condensed Consolidated Balance Sheets | Net Amounts Presented in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments (1) | Cash Collateral | Securities Collateral (2) | Net Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Freestanding derivative assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Freestanding derivative liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Securities lending | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase agreements - collateral upgrade | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1) Represents the amount that could be offset under master netting or similar arrangements that management elects not to offset on the Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||||||||||||||
(2) Excludes initial margin amounts for exchange-traded derivatives. | |||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amounts Recognized | Gross Amounts Offset in the Condensed Consolidated Balance Sheets | Net Amounts Presented in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments (1) | Cash Collateral | Securities Collateral (2) | Net Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Freestanding derivative assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Freestanding derivative liabilities | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Securities lending | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase agreements - Collateral upgrade | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | ( | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1) Represents the amount that could be offset under master netting or similar arrangements that management elects not to offset on the Condensed Consolidated Balance Sheets. | |||||||||||||||||||||||||||||||||||||||||
(2) Excludes initial margin amounts for exchange-traded derivatives. | |||||||||||||||||||||||||||||||||||||||||
36
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 5. Derivative Instruments
6. Fair Value Measurements
The following table summarizes the fair value and carrying value of the Company’s financial instruments (in millions):
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||
| Assets | ||||||||||||||||||||
Debt securities (1) | $ | $ | $ | $ | ||||||||||||||||
| Equity securities | ||||||||||||||||||||
Mortgage loans (1) | ||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||
Policy loans (1) | ||||||||||||||||||||
| Freestanding derivative instruments | ||||||||||||||||||||
| FHLBI capital stock | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ||||||||||||||||||||
| Market risk benefit assets | ||||||||||||||||||||
| Separate account assets | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
Annuity reserves (2) | ||||||||||||||||||||
| Market risk benefit liabilities | ||||||||||||||||||||
Guaranteed investment contracts and funding agreements (3) | ||||||||||||||||||||
Funds withheld payable under reinsurance treaties (1) | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
Securities lending payable (4) | ||||||||||||||||||||
| Freestanding derivative instruments | ||||||||||||||||||||
| Notes issued by consolidated VIEs | ||||||||||||||||||||
Repurchase agreements (4) | ||||||||||||||||||||
FHLB advances (5) | ||||||||||||||||||||
| Separate account liabilities | ||||||||||||||||||||
(1) Includes items carried at fair value under the fair value option included as a component of debt securities. (2) Annuity reserves exclude contracts classified as insurance contracts. (3) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets. (4) Included as a component of repurchase agreements and securities lending payable on the Condensed Consolidated Balance Sheets. (5) Included as a component of other liabilities on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||
37
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
The following is a discussion of the methodologies used to determine fair values of the financial instruments measured on a recurring basis reported in the following tables.
Debt and Equity Securities
The fair values for debt and equity securities are determined using information available from independent pricing services, broker-dealer quotes, or internally derived estimates. Priority is given to publicly available prices from independent sources, when available. Securities for which the independent pricing service does not provide a quotation are either submitted to independent broker-dealers for prices or priced internally. Typical inputs used by these three pricing methods include reported trades, benchmark yields, credit spreads, liquidity premiums and/or estimated cash flows based on default and prepayment assumptions.
•Independent pricing services: As a result of typical trading volumes and the lack of specific quoted market prices for most debt securities, independent pricing services will normally derive the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable information as outlined above. If there are no recently reported trades, the independent pricing services and broker-dealers may use matrix or pricing model processes to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at relevant market rates.
On an ongoing basis, the Company reviews the independent pricing services’ valuation methodologies and related inputs and evaluates the various types of securities in its investment portfolio to determine an appropriate fair value hierarchy distribution based upon trading activity and the observability of inputs. Based on the results of this evaluation, each price is classified into Level 1, 2, or 3. Most prices provided by independent pricing services are classified into Level 2 due to their use of market observable inputs.
•Broker-dealer quotes: Certain securities are priced using broker-dealer quotes, which may utilize proprietary inputs and models. The majority of these quotes are non-binding. These securities are classified as Level 3 in the fair value hierarchy.
•Internally derived estimates: These fair value estimates may incorporate Level 2 and Level 3 inputs, as defined below, and are generally derived using expected future cash flows, discounted at market interest rates available from market sources based on the credit quality and duration of the instrument. For securities that may not be reliably priced using these internally developed pricing models, a fair value may be estimated using indicative market prices. These prices are indicative of an exit price, but the assumptions used to establish the fair value may not be observable or corroborated by market observable information and, therefore, represent Level 3 inputs.
For those securities that were internally valued at June 30, 2025 and December 31, 2024, the pricing model used by the Company utilizes current spread levels of similarly rated securities to determine the market discount rate for the security. Furthermore, appropriate risk premiums for illiquidity and non-performance are incorporated in the discount rate. Cash flows, as estimated by the Company using issuer-specific default statistics and prepayment assumptions, are discounted to determine an estimated fair value.
The Company performs an analysis on the prices and credit spreads received from third parties to ensure that the prices represent a reasonable estimate of the fair value. This process involves quantitative and qualitative analysis and is overseen by investment and accounting professionals. Examples of procedures performed include initial and ongoing review of third-party pricing service methodologies, review of pricing statistics and trends, back testing recent trades and monitoring of trading volumes. In addition, the Company considers whether prices received from independent broker-dealers represent a reasonable estimate of fair value using internal and external cash flow models, which are developed based on spreads and, when available, market indices. As a result of this analysis, if the Company determines there is a more appropriate fair value based upon the available market data, the price received from the third party may be adjusted accordingly.
38
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Included in the pricing of asset-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment assumptions believed to be relevant for the underlying collateral. Actual prepayment experience may vary from these estimates.
Limited Partnerships
Fair values for limited partnership interests, which are included in other invested assets, are generally determined using the proportion of the Company’s investment in the value of the net assets of each fund (“NAV equivalent”) as a practical expedient for fair value, and generally are recorded on a three-month lag. No adjustments to these amounts were deemed necessary at June 30, 2025 and December 31, 2024. As a result of using the net asset value per share practical expedient, limited partnership interests are not classified in the fair value hierarchy.
The Company’s limited partnership interests are not redeemable, and distributions received are generally the result of liquidation of the underlying assets of the partnerships. The Company generally has the ability under the partnership agreements to sell its interest to another limited partner with the prior written consent of the general partner. In cases when the Company expects to sell the limited partnership interest, the estimated sales price is used to determine the fair value rather than the practical expedient. Limited partnership interests expected to be sold are classified as Level 2 in the fair value hierarchy.
In cases when a limited partnership’s financial statements are unavailable and a NAV equivalent is not available or practical, the fair value may be based on an internally developed model or provided by the general partner as determined using private transactions, information obtained from the primary co-investor or underlying company, or financial metrics provided by the lead sponsor. These investments are classified as Level 3 in the fair value hierarchy.
Policy Loans
Policy loans are funds provided to policyholders in return for a claim on the policies' values. They are repaid upon repayment, death or surrender, and there is only one market price at which the loans can be settled – the then current carrying value. The loans are limited to, and fully collateralized by, the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk. Policy loans do not have a stated maturity and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans approximates fair value. The reinsurance related component of policy loans at fair value under the fair value option has been classified as Level 3 within the fair value hierarchy.
Freestanding Derivative Instruments
Freestanding derivative instruments are reported at fair value, which reflects the estimated amounts, net of payment accruals, that the Company would receive or pay upon sale or termination of the contracts at the reporting date. Changes in fair value are included in net gains (losses) on derivatives and investments. Freestanding derivatives priced using third-party pricing services incorporate inputs that are observable in the market. Inputs used to value derivatives include interest rate swap curves, credit spreads, interest rates, counterparty credit risk, equity volatility and equity index levels.
Freestanding derivative instruments classified as:
•Level 1 include futures, which are traded on active exchanges.
•Level 2 include interest rate swaps, cross currency swaps, credit default swaps, total return swaps, bond forwards, put-swaptions and certain equity index call and put options. These derivative valuations are determined by third-party pricing services using pricing models with inputs that are observable in the market or can be derived principally from, or corroborated by, observable market data.
•Level 3 include interest rate contingent options that are valued by third-party pricing services utilizing significant unobservable inputs.
39
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Cash and Cash Equivalents
Cash and cash equivalents primarily include money market instruments and bank deposits. Cash equivalents also include all highly liquid securities and other investments purchased with an original or remaining maturity of three months or less at the date of purchase. Certain money market instruments are valued using unadjusted quoted prices in active markets and are classified as Level 1.
Funds Withheld Payable Under Reinsurance Treaties
The funds withheld payable under reinsurance treaties includes:
•The funds withheld payable that is held at fair value under the fair value option: the fair value is equal to the fair value of the assets held as collateral, which primarily consists of policy loans using industry standard valuation techniques.
•The funds withheld embedded derivative: the fair value is determined based upon a total return swap technique referencing the fair value of the investments held under the reinsurance contract and requires certain significant unobservable inputs.
Both are considered Level 3 in the fair value hierarchy.
Separate Account Assets
Separate account assets are comprised of investments in mutual funds that transact regularly, but do not trade in active markets as they are not publicly available and are categorized as Level 2 assets.
Market Risk Benefits
Our market risk benefits ("MRB") assets and MRB liabilities are reported separately on our Condensed Consolidated Balance Sheets. Increases to an asset or decreases to a liability are described as favorable changes to fair value. Changes in fair value are reported in Market risk benefits (gains) losses, net on the Condensed Consolidated Income Statements. However, the change in fair value related to our own non-performance risk is recognized as a component of other comprehensive income ("OCI") and is reported in Change in non-performance on market risk benefits, net of tax expense (benefit) on the Condensed Consolidated Statements of Comprehensive Income (Loss).
Variable Annuities
Variable annuity contracts issued by the Company may include various guaranteed minimum death, withdrawal, income and accumulation benefits, which are classified as MRBs and measured at fair value.
The fair value of variable annuity guaranteed benefit features classified as MRBs, which have explicit fees, are measured using the attributed fee method as the difference between the present value of projected future liabilities and the present value of projected attributed fees. At the inception of the contract, the Company attributes to the MRB a portion of total fees expected to be assessed against the contract holder's account value to offset the projected claims over the lifetime of the contract. The attributed fee is expressed as a percentage of total projected future fees at inception of the contract. This percentage of total projected fees is considered a fixed term of the MRB feature and is held static over the life of the contract. As the Company may issue contracts that have projected future liabilities greater than the projected future guaranteed benefit fees at issue, the Company may also attribute mortality and expense charges when performing this calculation. The percentage of guaranteed benefit fees and the percentage of mortality and expense charges may not exceed 100% of the total projected fees as of contract inception. In subsequent valuations, both the present value of future projected liabilities and the present value of projected attributed fees are remeasured based on current market conditions and policyholder behavior assumptions.
40
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
The Company has ceded the guaranteed minimum income benefit (“GMIB”) features elected on certain annuity contracts to an unrelated party. The GMIBs ceded under this reinsurance treaty are classified as a MRB in their entirety. The reinsurance contract is measured at fair value and reported in Reinsurance recoverable on market risk benefits. Changes in fair value are recorded in Market risk benefits (gains) losses, net. Due to the inability to economically reinsure or hedge new issues of the GMIB, the Company discontinued offering the benefit in 2009.
Fair values for MRBs related to variable annuities, including the contract reinsuring GMIB features, are calculated using internally developed models because active, observable markets do not exist for those guaranteed benefits.
The fair value calculation is based on the present value of future cash flows comprised of future expected benefit payments, less future attributed rider fees, over the lives of the contracts. Estimating these cash flows requires numerous estimates and subjective judgments related to capital market inputs, as well as actuarially determined assumptions related to expectations concerning policyholder behavior. Capital market inputs include expected market rates of return, market volatility, correlations of market index returns to fund returns, and discount rates, which include an adjustment for non-performance risk. The more significant actuarial assumptions include benefit utilization by policyholders, lapse, mortality, and withdrawal rates. Best estimate assumptions plus risk margins are used as applicable.
At each valuation date, the fair value calculation reflects expected returns based on treasury rates as of that date to determine the value of expected future cash flows produced in a stochastic process. Volatility assumptions are based on available market data for implied market volatility for durations up to 5 years, grading to a historical volatility level by year 10, where such long-term historical volatility levels contain an explicit risk margin. Non-performance risk is incorporated into the calculation through the adjustment of the risk-free rate curve based on credit spreads for debt and debt-like instruments issued by the Company or its insurance operating subsidiaries, adjusted, as necessary, to reflect the financial strength ratings of the issuing insurance subsidiaries. Risk margins are also incorporated into the model assumptions, particularly for policyholder behavior. Estimates of future policyholder behavior are subjective and are based primarily on the Company’s experience.
As markets change, mature and evolve and actual policyholder behavior emerges, management evaluates the appropriateness of its assumptions for the fair value model.
The use of the models and assumptions described above requires a significant amount of judgment. Management believes this results in an amount that the Company would be required to transfer for a liability, or receive for an asset, to or from a willing buyer or seller, if one existed, for those market participants to assume the risks associated with the guaranteed benefits and the related reinsurance. However, the ultimate settlement amount of the asset or liability, which is currently unknown, could likely be significantly different than this fair value.
Fixed Index Annuities
The longevity riders issued on fixed index annuities are classified as MRBs and measured at fair value. Similar to the variable annuity guaranteed benefit features, these contracts have explicit fees and are measured using the attributed fee method. The Company attributes a percentage of total projected future fees expected to be assessed against the policyholder to offset the projected future claims over the lifetime of the contract. If the fees attributed are insufficient to offset the claims at issue, the shortfall is borrowed from the host contract rather than recognizing a loss at inception.
RILA
RILA guaranteed benefit features are classified as MRBs and measured at fair value. The fair value measurement represents the present value of future claims payable by the MRB feature. At inception, the value of the MRB is deducted from the value of the contract resulting in no gain or loss.
See Note 12 - Market Risk Benefits of these Notes to Condensed Consolidated Financial Statements for more information regarding MRBs.
41
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Indexed-Linked Crediting Derivative Feature in Fixed Index Annuities and RILA
The fair value of the index-linked crediting derivative feature embedded in fixed index annuities and RILA, included in Annuity Reserves in the above tables, is calculated using the closed form Black-Scholes Option Pricing model or Monte Carlo simulations, as appropriate for the type of option, In the case of RILA, it is calculated using the closed form Black-Scholes Option Pricing model. The calculation incorporates such factors as the volatility of returns, the level of interest rates and the time remaining until the option expires. Additionally, although not a significant input, assumed withdrawal rates are used to estimate the expected volume of embedded options that will be realized by policyholders.
Notes Issued by Consolidated VIEs
These notes are issued by CLOs and are carried at fair value under the fair value option based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interest the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2.
Fair Value Option
The Company elected the fair value option for:
•Debt securities reflected on the Company’s Condensed Consolidated Balance Sheets as debt securities related to:
◦certain consolidated investments totaling $2,754 million and $2,429 million at June 30, 2025 and December 31, 2024, respectively.
◦certain debt securities the Company began purchasing during the third quarter of 2024, for purposes of mitigating components of exposure to changes in the value of certain market risk benefits. The Company elected the fair value option on these debt securities, with changes in fair value reflected in net income, to align with the corresponding changes in the value of the market risk benefits recognized through net income. These debt securities totaling $500 million and $501 million at June 30, 2025 and December 31, 2024, respectively.
•Certain funds withheld assets, which are held as collateral for reinsurance, totaling $3,993 million and $4,054 million at June 30, 2025 and December 31, 2024, respectively, as discussed above, and include mortgage loans as discussed below.
•Certain mortgage loans held under the funds withheld reinsurance agreement with Athene. The fair value option was elected for these mortgage loans, purchased or funded after December 31, 2021, to mitigate inconsistency in earnings that would otherwise result between these mortgage loan assets and the funds withheld liability, including the associated embedded derivative, and are valued using third-party pricing services. Changes in fair value are reflected in net investment income on the Condensed Consolidated Income Statements.
The fair value and aggregate contractual principal for mortgage loans where the fair value option was elected after December 31, 2021, were as follows (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Fair value | $ | $ | |||||||||
| Aggregate contractual principal | |||||||||||
As of June 30, 2025, no loans in good standing for which the fair value option was elected were in non-accrual status, and no loans were more than 90 days past due and still accruing interest.
42
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
•Notes issued by consolidated VIEs totaling $2,639 million and $2,343 million at June 30, 2025 and December 31, 2024, respectively.
Income and changes in unrealized gains and losses on other assets for which the Company has elected the fair value option are immaterial to the Company’s Condensed Consolidated Financial Statements.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize the Company’s assets and liabilities that are carried at fair value by hierarchy levels (in millions):
| June 30, 2025 | |||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets | |||||||||||||||||
| Debt securities | |||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | |||||||||||||
| Other government securities | |||||||||||||||||
| Public utilities | |||||||||||||||||
| Corporate securities | |||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||
| Commercial mortgage-backed | |||||||||||||||||
| Other asset-backed securities | |||||||||||||||||
| Equity securities | |||||||||||||||||
| Mortgage loans | |||||||||||||||||
Limited partnerships (1) | |||||||||||||||||
| Policy loans | |||||||||||||||||
| Freestanding derivative instruments | |||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Reinsurance recoverable on market risk benefits | |||||||||||||||||
| Market risk benefit assets | |||||||||||||||||
| Separate account assets | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Liabilities | |||||||||||||||||
Embedded derivative liabilities (2) | $ | $ | $ | $ | |||||||||||||
Funds withheld payable under reinsurance treaties (3) | |||||||||||||||||
| Freestanding derivative instruments | |||||||||||||||||
| Notes issued by consolidated VIEs | |||||||||||||||||
| Market risk benefit liabilities | |||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||
(1) Excludes $ | |||||||||||||||||
(2) Includes the embedded derivative liabilities of $ | |||||||||||||||||
(3) Includes the Athene embedded derivative asset of $ | |||||||||||||||||
43
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
| December 31, 2024 | |||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
| Assets | |||||||||||||||||
| Debt securities | |||||||||||||||||
| U.S. government securities | $ | $ | $ | $ | |||||||||||||
| Other government securities | |||||||||||||||||
| Public utilities | |||||||||||||||||
| Corporate securities | |||||||||||||||||
| Residential mortgage-backed | |||||||||||||||||
| Commercial mortgage-backed | |||||||||||||||||
| Other asset-backed securities | |||||||||||||||||
| Equity securities | |||||||||||||||||
| Mortgage loans | |||||||||||||||||
Limited partnerships (1) | |||||||||||||||||
| Policy loans | |||||||||||||||||
| Freestanding derivative instruments | |||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Reinsurance recoverable on market risk benefits | |||||||||||||||||
| Market risk benefit assets | |||||||||||||||||
| Separate account assets | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
| Liabilities | |||||||||||||||||
Embedded derivative liabilities (2) | $ | $ | $ | $ | |||||||||||||
Funds withheld payable under reinsurance treaties (3) | |||||||||||||||||
| Freestanding derivative instruments | |||||||||||||||||
| Notes issued by consolidated VIEs | |||||||||||||||||
| Market risk benefit liabilities | |||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||
(1) Excludes $ | |||||||||||||||||
(2) Includes the embedded derivative liabilities of $ | |||||||||||||||||
(3) Includes the Athene embedded derivative asset of $ | |||||||||||||||||
44
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
Level 3 Assets and Liabilities by Price Source
The table below presents the balances of Level 3 assets and liabilities measured at fair value with their corresponding pricing sources (in millions):
| June 30, 2025 | ||||||||||||||
| Assets | Total | Internal | External | |||||||||||
Debt securities: | ||||||||||||||
Corporate | $ | $ | $ | |||||||||||
Other asset-backed securities | ||||||||||||||
Equity securities | ||||||||||||||
| Mortgage loans | ||||||||||||||
Limited partnerships | ||||||||||||||
Policy loans | ||||||||||||||
| Reinsurance recoverable on market risk benefits | ||||||||||||||
| Market risk benefit assets | ||||||||||||||
Total | $ | $ | $ | |||||||||||
| Liabilities | ||||||||||||||
Funds withheld payable under reinsurance treaties (1) | ||||||||||||||
| Market risk benefit liabilities | ||||||||||||||
Total | $ | $ | $ | |||||||||||
(1) Includes the Athene Embedded Derivative asset of $ | ||||||||||||||
| December 31, 2024 | ||||||||||||||
| Assets | Total | Internal | External | |||||||||||
Debt securities: | ||||||||||||||
| Public utilities | $ | $ | $ | |||||||||||
Corporate | ||||||||||||||
Other asset-backed securities | ||||||||||||||
Equity securities | ||||||||||||||
Mortgage loans | ||||||||||||||
Limited partnerships | ||||||||||||||
Policy loans | ||||||||||||||
| Reinsurance recoverable on market risk benefits | ||||||||||||||
| Market risk benefit assets | ||||||||||||||
Total | $ | $ | $ | |||||||||||
| Liabilities | ||||||||||||||
Funds withheld payable under reinsurance treaties (1) | ||||||||||||||
| Market risk benefit liabilities | ||||||||||||||
Total | $ | $ | $ | |||||||||||
(1) Includes the Athene Embedded Derivative asset of $ | ||||||||||||||
External pricing sources for securities represent unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs are not readily available.
45
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Quantitative Information Regarding Internally-Priced Level 3 Assets and Liabilities
The table below presents quantitative information on internally-priced Level 3 assets and liabilities that use significant unobservable inputs (dollar amounts in millions):
| As of June 30, 2025 | |||||||||||||||||
| Fair Value | Valuation Technique(s) | Significant Unobservable Input(s) | Assumption or Input Range | Impact of Increase in Input on Fair Value | |||||||||||||
| Assets | |||||||||||||||||
| Reinsurance recoverable on market risk benefits | $ | Discounted cash flow | Mortality(1) | Increase | |||||||||||||
Lapse(2) | Increase | ||||||||||||||||
Utilization(3) | Decrease | ||||||||||||||||
Withdrawal(4) | Decrease | ||||||||||||||||
Non-performance risk adjustment(5) | Increase | ||||||||||||||||
Long-term Equity Volatility(6) | Decrease | ||||||||||||||||
| Market risk benefit assets | $ | Discounted cash flow | Mortality(1) | Increase | |||||||||||||
Lapse(2) | Increase | ||||||||||||||||
Utilization(3) | Decrease | ||||||||||||||||
Withdrawal(4) | Decrease | ||||||||||||||||
Non-performance risk adjustment(5) | Increase | ||||||||||||||||
Long-term Equity Volatility(6) | Decrease | ||||||||||||||||
| Liabilities | |||||||||||||||||
| Market risk benefit liabilities | $ | Discounted cash flow | Mortality(1) | Decrease | |||||||||||||
Lapse(2) | Decrease | ||||||||||||||||
Utilization(3) | Increase | ||||||||||||||||
Withdrawal(4) | Increase | ||||||||||||||||
Non-performance risk adjustment(5) | Decrease | ||||||||||||||||
Long-term Equity Volatility(6) | Increase | ||||||||||||||||
(1) Mortality rates vary by attained age, tax qualification status, guaranteed benefit election, and duration. The range displayed reflects ages from the minimum issue age for the benefit through age 95, which corresponds to the typical maturity age. A mortality improvement assumption is also applied.
(2) Base lapse rates vary by contract-level factors, such as product type, surrender charge schedule and guaranteed benefits election. Lapse rates are further adjusted based on the degree to which a guaranteed benefit is in-the-money, with lower lapse applying when benefits are more in-the-money. Lapse rates are also adjusted to reflect lower lapse expectations when guaranteed benefits are utilized.
(3) The utilization rate represents the expected percentage of contracts that will utilize the benefit through annuitization (GMIB) or commencement of withdrawals (GMWB). Utilization may vary by benefit type, attained age, duration, tax qualification status, benefit provision, and degree to which the guaranteed benefit is in-the-money.
(4) The withdrawal rate represents the percentage of annual withdrawal assumed relative to the maximum allowable withdrawal amount under the free partial withdrawal provision or the GMWB, as applicable. Free partial withdrawal rates vary based on the product type and duration. Withdrawal rates on contracts with a GMWB vary based on attained age, tax qualification status, GMWB type and GMWB benefit provisions.
(5) Non-performance risk adjustment is applied as a spread over the risk-free rate to determine the rate used to discount the related cash flows and varies by projection year.
(6) Long-term equity volatility represents the equity volatility beyond the period for which observable equity volatilities are available.
46
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
| As of December 31, 2024 | |||||||||||||||||
| Fair Value | Valuation Technique(s) | Significant Unobservable Input(s) | Assumption or Input Range | Impact of Increase in Input on Fair Value | |||||||||||||
| Assets | |||||||||||||||||
| Reinsurance recoverable on market risk benefits | $ | Discounted cash flow | Mortality(1) | Increase | |||||||||||||
Lapse(2) | Increase | ||||||||||||||||
Utilization(3) | Decrease | ||||||||||||||||
Withdrawal(4) | Decrease | ||||||||||||||||
Non-performance risk adjustment(5) | Increase | ||||||||||||||||
Long-term Equity Volatility(6) | Decrease | ||||||||||||||||
| Market risk benefit assets | $ | Discounted cash flow | Mortality(1) | Increase | |||||||||||||
Lapse(2) | Increase | ||||||||||||||||
Utilization(3) | Decrease | ||||||||||||||||
Withdrawal(4) | Decrease | ||||||||||||||||
Non-performance risk adjustment(5) | Increase | ||||||||||||||||
Long-term Equity Volatility(6) | Decrease | ||||||||||||||||
| Liabilities | |||||||||||||||||
| Market risk benefit liabilities | $ | Discounted cash flow | Mortality(1) | Decrease | |||||||||||||
Lapse(2) | Decrease | ||||||||||||||||
Utilization(3) | Increase | ||||||||||||||||
Withdrawal(4) | Increase | ||||||||||||||||
Non-performance risk adjustment(5) | Decrease | ||||||||||||||||
Long-term Equity Volatility(6) | Increase | ||||||||||||||||
(1) Mortality rates vary by attained age, tax qualification status, guaranteed benefit election, and duration. The range displayed reflects ages from the minimum issue age for the benefit through age 95, which corresponds to the typical maturity age. A mortality improvement assumption is also applied.
(2) Base lapse rates vary by contract-level factors, such as product type, surrender charge schedule and guaranteed benefits election. Lapse rates are further adjusted based on the degree to which a guaranteed benefit is in-the-money, with lower lapse applying when benefits are more in-the-money. Lapse rates are also adjusted to reflect lower lapse expectations when guaranteed benefits are utilized.
(3) The utilization rate represents the expected percentage of contracts that will utilize the benefit through annuitization (GMIB) or commencement of withdrawals (GMWB). Utilization may vary by benefit type, attained age, duration, tax qualification status, benefit provision, and degree to which the guaranteed benefit is in-the-money.
(4) The withdrawal rate represents the percentage of annual withdrawal assumed relative to the maximum allowable withdrawal amount under the free partial withdrawal provision or the GMWB, as applicable. Free partial withdrawal rates vary based on the product type and duration. Withdrawal rates on contracts with a GMWB vary based on attained age, tax qualification status, GMWB type and GMWB benefit provisions.
(5) Non-performance risk adjustment is applied as a spread over the risk-free rate to determine the rate used to discount the related cash flows and varies by projection year.
47
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Sensitivity to Changes in Unobservable Inputs
The following is a general description of sensitivities of significant unobservable inputs and their impact on the fair value measurement for the assets and liabilities reflected in the tables above.
•Securities: At June 30, 2025 and December 31, 2024, securities of $80 million and $121 million, respectively, of debt securities, equity securities, and limited partnerships are fair valued using techniques incorporating unobservable inputs and are classified in Level 3 of the fair value hierarchy. For these assets, their unobservable inputs and ranges of possible inputs do not materially affect their fair valuations and have been excluded from the quantitative information in the tables above.
•Policy Loans: Policy loans that support funds withheld reinsurance agreements that are held at fair value under the fair value option on the Company’s Condensed Consolidated Balance Sheets are excluded from the tables above. These policy loans do not have a stated maturity and the balances, plus accrued investment income, are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans, which includes accrued investment income, approximates fair value and is classified as Level 3 within the fair value hierarchy.
•Funds Withheld Payable:
◦Under the Reassure America Life Insurance Company reinsurance treaties, fair value is determined based upon the fair value of the funds withheld investments held by the Company and is excluded from the tables above.
◦Under the Athene reinsurance treaty, the calculation includes the Athene embedded derivative which is measured at fair value. The valuation of the embedded derivative utilizes a total return swap technique that incorporates the fair value of the invested assets supporting the reinsurance agreement as a component of the valuation and is excluded from the table above.
As a result, these valuations require certain significant inputs that are generally not observable and, accordingly, the valuation is considered Level 3 in the fair value hierarchy.
•GMIB reinsurance recoverable: fair value calculation is based on the present value of future cash flows comprised of future expected reinsurance benefit receipts, less future attributed premium payments to reinsurers, over the lives of the contracts. Estimating these cash flows requires actuarially determined assumptions related to expectations concerning policyholder behavior and long-term market volatility. The more significant policyholder behavior actuarial assumptions include benefit utilization, lapse, and mortality.
•MRB asset and liability: fair value calculation is based on the present value of future cash flows comprised of future expected benefit payments, less future attributed fees (if applicable), over the lives of the contracts. Estimating these cash flows requires numerous estimates and subjective judgments related to capital market inputs, as well as actuarially determined assumptions related to expectations concerning policyholder behavior. The more significant actuarial assumptions include benefit utilization by policyholders, lapse, mortality, and withdrawal rates. Best estimate assumptions plus risk margins are used as applicable.
The tables below provide roll-forwards for the three and six months ended June 30, 2025 and 2024 of the financial instruments for which significant unobservable inputs (Level 3) are used in the fair value measurement. Gains and losses in the tables below include changes in fair value due partly to observable and unobservable factors. The Company utilizes derivative instruments to manage the risk associated with certain assets and liabilities. However, the derivative instruments hedging the related risks may not be classified within the same fair value hierarchy level as the associated assets and liabilities. Therefore, the impact of the derivative instruments reported in Level 3 may vary significantly from the total income effect of the hedged instruments.
48
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
| Total Realized/Unrealized Gains (Losses) Included in | ||||||||||||||||||||||||||
| Purchases, | ||||||||||||||||||||||||||
| Fair Value | Sales, | Transfers | Fair Value | |||||||||||||||||||||||
| as of | Net | Other | Issuances | in and/or | as of | |||||||||||||||||||||
| April 1, | Income | Comprehensive | and | (out of) | June 30, | |||||||||||||||||||||
| Three Months Ended June 30, 2025 | 2025 | (Loss) | Income (Loss) | Settlements | Level 3 | 2025 | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Corporate securities | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
| Other asset-backed securities | ( | ( | ||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Mortgage loans | ( | |||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ( | |||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | |||||||||||||||||||||||||
| Market risk benefit assets | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ( | ( | ||||||||||||||||||||||
| Market risk benefit liabilities | ( | ( | ( | |||||||||||||||||||||||
| Total Realized/Unrealized Gains (Losses) Included in | ||||||||||||||||||||||||||
| Purchases, | ||||||||||||||||||||||||||
| Fair Value | Sales, | Transfers | Fair Value | |||||||||||||||||||||||
| as of | Net | Other | Issuances | in and/or | as of | |||||||||||||||||||||
| April 1, | Income | Comprehensive | and | (out of) | June 30, | |||||||||||||||||||||
| Three Months Ended June 30, 2024 | 2024 | (Loss) | Income (Loss) | Settlements | Level 3 | 2024 | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Other government securities | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
| Public utilities | ( | |||||||||||||||||||||||||
| Corporate securities | ( | ( | ( | |||||||||||||||||||||||
| Other asset-backed securities | ( | |||||||||||||||||||||||||
| Equity securities | ( | |||||||||||||||||||||||||
| Mortgage loans | ( | ( | ||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ( | |||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | |||||||||||||||||||||||||
| Market risk benefit assets | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ( | |||||||||||||||||||||||
| Market risk benefit liabilities | ( | ( | ( | ( | ||||||||||||||||||||||
49
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
| Total Realized/Unrealized Gains (Losses) Included in | ||||||||||||||||||||||||||
| Purchases, | ||||||||||||||||||||||||||
| Fair Value | Sales, | Transfers | Fair Value | |||||||||||||||||||||||
| as of | Net | Other | Issuances | in and/or | as of | |||||||||||||||||||||
| January 1, | Income | Comprehensive | and | (out of) | June 30, | |||||||||||||||||||||
| Six Months Ended June 30, 2025 | 2025 | (Loss) | Income (Loss) | Settlements | Level 3 | 2025 | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Public utilities | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Corporate securities | ( | |||||||||||||||||||||||||
| Other asset-backed securities | ( | |||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Mortgage loans | ( | |||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ( | |||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | |||||||||||||||||||||||||
| Market risk benefit assets | ( | |||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ( | ( | ||||||||||||||||||||||
| Market risk benefit liabilities | ( | ( | ||||||||||||||||||||||||
| Total Realized/Unrealized Gains (Losses) Included in | ||||||||||||||||||||||||||
| Purchases, | ||||||||||||||||||||||||||
| Fair Value | Sales, | Transfers | Fair Value | |||||||||||||||||||||||
| as of | Net | Other | Issuances | in and/or | as of | |||||||||||||||||||||
| January 1, | Income | Comprehensive | and | (out of) | June 30, | |||||||||||||||||||||
| Six Months Ended June 30, 2024 | 2024 | (Loss) | Income (Loss) | Settlements | Level 3 | 2024 | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Other government securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Public utilities | ( | |||||||||||||||||||||||||
| Corporate securities | ( | ( | ( | |||||||||||||||||||||||
| Other asset-backed securities | ( | |||||||||||||||||||||||||
| Equity securities | ( | |||||||||||||||||||||||||
| Mortgage loans | ( | ( | ||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ( | |||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | |||||||||||||||||||||||||
| Market risk benefit assets | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ( | |||||||||||||||||||||||
| Market risk benefit liabilities | ( | ( | ( | |||||||||||||||||||||||
50
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
The components of the amounts included in purchases, sales, issuances and settlements for the three and six months ended June 30, 2025 and 2024 shown above are as follows (in millions):
| Three Months Ended June 30, 2025 | Purchases | Sales | Issuances | Settlements | Total | ||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||
| Corporate securities | $ | $ | ( | $ | $ | $ | |||||||||||||||||
| Other asset-backed securities | ( | ||||||||||||||||||||||
| Mortgage loans | ( | ( | |||||||||||||||||||||
| Policy loans | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||
| Three Months Ended June 30, 2024 | Purchases | Sales | Issuances | Settlements | Total | ||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||
| Corporate securities | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||
| Other asset-backed securities | ( | ( | |||||||||||||||||||||
| Mortgage loans | ( | ( | |||||||||||||||||||||
| Limited partnerships | |||||||||||||||||||||||
| Policy loans | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | $ | $ | $ | ( | $ | $ | |||||||||||||||||
51
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
| Six Months Ended June 30, 2025 | Purchases | Sales | Issuances | Settlements | Total | ||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||
| Public utilities | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||
| Corporate securities | ( | ||||||||||||||||||||||
| Other asset-backed securities | ( | ||||||||||||||||||||||
| Mortgage loans | ( | ( | |||||||||||||||||||||
| Limited partnerships | |||||||||||||||||||||||
| Policy loans | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | $ | $ | $ | ( | $ | $ | ( | ||||||||||||||||
| Six Months Ended June 30, 2024 | Purchases | Sales | Issuances | Settlements | Total | ||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||
| Public utilities | $ | $ | $ | $ | $ | ||||||||||||||||||
| Corporate securities | ( | ( | |||||||||||||||||||||
| Other asset-backed securities | ( | ( | |||||||||||||||||||||
| Mortgage loans | ( | ( | |||||||||||||||||||||
| Limited partnerships | |||||||||||||||||||||||
| Policy loans | ( | ( | |||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | $ | $ | $ | ( | $ | $ | |||||||||||||||||
For the three and six months ended June 30, 2025, transfers from Level 3 to Level 2 of the fair value hierarchy were $46 million and $104 million, transfers from Level 2 to Level 3 were $(9 ) million and $165 million, and transfers from Level 3 to NAV were nil and nil .
For the three and six months ended June 30, 2024, transfers from Level 3 to Level 2 of the fair value hierarchy were $7 million and $16 million, transfers from Level 2 to Level 3 were $(11 ) million and $4 million, and transfers from Level 3 to NAV were nil and nil .
52
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
The portion of gains (losses) included in net income (loss) or OCI attributable to the change in unrealized gains and losses on Level 3 financial instruments still held was as follows (in millions):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Included in Net Income | Included in OCI | Included in Net Income | Included in OCI | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Other government securities | $ | $ | $ | $ | ( | |||||||||||||||||||||
| Public utilities | ( | |||||||||||||||||||||||||
| Corporate securities | ( | ( | ||||||||||||||||||||||||
| Other asset-backed securities | ( | |||||||||||||||||||||||||
| Mortgage loans | ( | |||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ||||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | ( | ||||||||||||||||||||||||
| Market risk benefit assets | ||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ||||||||||||||||||||||||
| Market risk benefit liabilities | ( | ( | ( | |||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||
| Included in Net Income | Included in OCI | Included in Net Income | Included in OCI | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||
| Other government securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Public utilities | ( | |||||||||||||||||||||||||
| Corporate securities | ( | |||||||||||||||||||||||||
| Other asset-backed securities | ( | ( | ||||||||||||||||||||||||
| Mortgage loans | ( | |||||||||||||||||||||||||
| Limited partnerships | ||||||||||||||||||||||||||
| Policy loans | ||||||||||||||||||||||||||
| Reinsurance recoverable on market risk benefits | ( | ( | ||||||||||||||||||||||||
| Market risk benefit assets | ( | |||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ( | ( | ||||||||||||||||||||||||
| Market risk benefit liabilities | ( | |||||||||||||||||||||||||
53
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
Fair Value of Financial Instruments Carried at Other Than Fair Value
The table below presents the carrying amount and fair value by fair value hierarchy level of certain financial instruments that are not reported at fair value (in millions):
| June 30, 2025 | ||||||||||||||||||||
| Fair Value | ||||||||||||||||||||
| Carrying Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | |||||||||||||||
| Policy loans | ||||||||||||||||||||
| FHLBI capital stock | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
Annuity reserves (1) | $ | $ | $ | $ | $ | |||||||||||||||
Guaranteed investment contracts and funding agreements (2) | ||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
Securities lending payable (3) | ||||||||||||||||||||
FHLB advances (4) | ||||||||||||||||||||
Repurchase agreements (3) | ||||||||||||||||||||
Separate account liabilities (5) | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Fair Value | ||||||||||||||||||||
| Carrying Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Mortgage loans | $ | $ | $ | $ | $ | |||||||||||||||
| Policy loans | ||||||||||||||||||||
| FHLBI capital stock | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
Annuity reserves (1) | $ | $ | $ | $ | $ | |||||||||||||||
Guaranteed investment contracts and funding agreements (2) | ||||||||||||||||||||
| Funds withheld payable under reinsurance treaties | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
Securities lending payable (3) | ||||||||||||||||||||
Repurchase agreements (3) | ||||||||||||||||||||
FHLB advances (4) | ||||||||||||||||||||
Separate account liabilities (5) | ||||||||||||||||||||
(1) Annuity reserves exclude contracts classified as insurance contracts. | ||||||||||||||||||||
(2) Included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||
(3) Included as a component of repurchase agreements and securities lending payable on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||
(4) Included as a component of other liabilities on the Condensed Consolidated Balance Sheets. | ||||||||||||||||||||
(5) The values of separate account liabilities are set equal to the values of separate account assets. | ||||||||||||||||||||
54
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6. Fair Value Measurements
The following is a discussion of the methodologies used to determine fair values of the financial instruments that are not reported at fair value reported in the table above:
•Mortgage Loans: Fair values are generally determined by discounting expected future cash flows at current market interest rates, inclusive of a credit spread, for similar quality loans. For loans whose value is dependent on the underlying property, fair value is the estimated value of the collateral. Certain characteristics considered significant in determining the spread or collateral value may be based on internally developed estimates. As a result, these investments have been classified as Level 3 within the fair value hierarchy.
Mortgage loans held under a funds withheld reinsurance agreement are valued using third-party pricing services, which may use economic inputs, geographical information, and property specific assumptions in deriving the fair value price. The Company reviews the valuations from these pricing providers to ensure they are reasonable. Due to lack of observable inputs, these investments have been classified as Level 3 within the fair value hierarchy.
•Policy Loans: As described under “Policy Loans” in Note 4 – Investments of these Notes to Condensed Consolidated Financial Statements, due to the collateralized nature of policy loans and unpredictable timing of payments, the Company believes the carrying value of policy loans approximates fair value. The non-reinsurance related component of policy loans has been classified as Level 3 within the fair value hierarchy.
•FHLBI Capital Stock: FHLBI capital stock, which is included in other invested assets, can only be sold to FHLBI at a constant price of $100 per share. Due to the lack of valuation uncertainty, the investment has been classified as Level 1.
•Other Contract Holder Funds: Fair values for immediate annuities without mortality features are derived by discounting the future estimated cash flows using current market interest rates for similar maturities. Fair values for deferred annuities, including the fixed option on variable annuities, fixed annuities, fixed index annuities and RILAs, are determined using projected future cash flows discounted at current market interest rates.
Fair values for guaranteed investment contracts and funding agreements are based on the present value of future cash flows discounted at current market interest rates.
•Funds Withheld Payable Under Reinsurance Treaties: The fair value of the funds withheld payable is equal to the fair value of the assets held as collateral, which primarily consists of bonds, mortgages, limited partnerships, and cash and cash equivalents. The fair value of the assets generally uses industry standard valuation techniques as described above and the funds withheld payable components are valued consistent with the assets in the fair value hierarchy and the funds withheld payable is classified in its entirety according to the lowest level input that is significant to the determination of the fair value. The funds withheld payable is classified as Level 3 within the fair value hierarchy.
•Debt: Fair values for the Company’s surplus notes and long-term debt are generally determined by prices obtained from independent broker dealers or discounted cash flow models. Such prices are derived from market observable inputs and are classified as Level 2.
•Securities Lending Payable: The Company’s securities lending payable is set equal to the cash collateral received. Due to the short-term nature of the loans, carrying value is a reasonable estimate of fair value and is classified as Level 2.
•FHLB Advances: Carrying value of the Company’s FHLB advances, which are included in other liabilities, is considered a reasonable estimate of fair value due to their short-term maturities and are classified as Level 2.
•Repurchase Agreements: Carrying value of the Company’s repurchase agreements is considered a reasonable estimate of fair value due to their short-term maturities and are classified as Level 2.
•Separate Account Liabilities: The values of separate account liabilities are set equal to the values of separate account assets, which are comprised of investments in mutual funds that transact regularly, but do not trade in active markets as they are not publicly available and are categorized as Level 2.
55
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 7. Deferred Acquisition Costs
7. Deferred Acquisition Costs
Certain costs that are directly related to the successful acquisition of new or renewal insurance business are capitalized as deferred acquisition costs ("DAC") in the period in which they are incurred. These costs primarily pertain to commissions and certain costs associated with policy issuance and underwriting. All other acquisition costs are expensed as incurred.
Contracts are grouped into cohorts by contract type and issue year. For traditional and limited-payment insurance contracts, contracts are grouped consistent with the groupings used in estimating the associated liability. DAC are amortized into expense on a constant level basis over the expected term of the grouped contracts. For traditional and limited-payment insurance contracts, amortization is determined based on projected in force amounts. For non-traditional contracts, amortization is determined based on projected policy counts.
The expected term used to amortize DAC is determined using best estimate assumptions, including mortality and persistency, consistent with the best estimate assumptions used to determine the reserve for future policy benefits, MRBs, and additional liabilities for applicable contracts. For amortization of DAC related to contracts without these balances, assumptions used to determine expected term are developed in a similar manner. The amortization rate is determined using all information available as of the end of the reporting period, including actual experience and any assumption updates. Annually, or as circumstances warrant, a comprehensive review of assumptions is conducted, and assumptions are revised as appropriate. If assumptions are revised, the amortization rate is calculated using revised assumptions such that the effect of revised assumptions is recognized prospectively as of the beginning of that reporting period.
Unamortized DAC are written off when a contract is internally replaced and substantially changed. Substantially unchanged contracts are treated as a continuation of the replaced contract, with no change to the unamortized DAC at the time of the replacement.
The following table presents the roll-forward of the DAC (in millions). The current period amortization is based on the end of the period estimates of mortality and persistency. The amortization pattern is revised on a prospective basis at the beginning of the period based on the period’s actual experience.
| Six Months Ended June 30, | Year Ended December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Variable Annuities | |||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Deferrals of acquisition costs | |||||||||||
| Amortization | ( | ( | |||||||||
| Variable Annuities balance, end of period | $ | $ | |||||||||
| Reconciliation of total DAC | |||||||||||
| Variable Annuities balance, end of period | $ | $ | |||||||||
| Other product lines, end of period | |||||||||||
| Total balance, end of period | $ | $ | |||||||||
56
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance
8. Reinsurance
The Company, through its subsidiary insurance companies, assumes and cedes reinsurance from and to other insurance companies as a means of managing capital and risk exposures. However, if the reinsurer is unable to meet its obligations, the originating issuer of the coverage retains the liability. The Company reinsures certain of its risks to other reinsurers on a coinsurance, coinsurance with funds withheld, modified coinsurance, or yearly renewable term basis. The Company regularly monitors the financial strength ratings of its reinsurers.
Athene Reinsurance
The Company entered into a funds withheld coinsurance agreement with Athene effective June 1, 2020, to reinsure on a 100 % quota share basis, a block of Jackson’s in-force fixed and fixed-index annuity product liabilities in exchange for a $1.2 billion ceding commission. The coinsurance with funds withheld agreement ("the coinsurance agreement") required Jackson to establish a segregated account in which the investments supporting the ceded obligations are maintained. While the economic benefits of the investments flow to Athene, Jackson retains physical possession and legal ownership of the investments supporting the reserve. Further, the investments in the segregated account are not available to settle any policyholder obligations other than those specifically covered by the coinsurance agreement and are not available to settle obligations to general creditors of Jackson. The profit and loss with respect to obligations ceded to Athene are included in periodic net settlements pursuant to the coinsurance agreement. To further support its obligations under the coinsurance agreement, Athene procured $1.1 billion in letters of credit for Jackson’s benefit and established a trust account for Jackson’s benefit, which had a book value of approximately $63 million at June 30, 2025.
Swiss Re Reinsurance
Jackson has three retrocession reinsurance agreements (“retro treaties”) with Swiss Reinsurance Company Ltd. (“SRZ”). Pursuant to these retro treaties, Jackson ceded certain blocks of business to SRZ on a 100 % coinsurance with funds withheld basis, subject to pre-existing reinsurance with other parties. As a result of the reinsurance agreements with SRZ, Jackson withholds certain assets, primarily in the form of policy loans and debt securities, as collateral for the reinsurance recoverable.
The Company has also acquired certain blocks of business that are closed to new business and wholly ceded to non-affiliates. These include both direct and assumed accident and health businesses, direct and assumed life insurance business, and certain institutional annuities.
GMIB Reinsurance
The Company’s guaranteed minimum income benefits (“GMIBs”) are reinsured with an unrelated party. GMIB reinsured benefits are subject to aggregate annual claim limits. Deductibles also apply on reinsurance of GMIB business issued since March 1, 2005. The Company discontinued offering the GMIB in 2009.
Reinsurance Recoverables and Reinsured Market Risk Benefits
Ceded reinsurance agreements are reported on a gross basis on the Company’s Condensed Consolidated Balance Sheets as an asset for amounts recoverable from reinsurers or as a component of other assets or liabilities for amounts, such as premiums, owed to or due from reinsurers.
Reinsurance recoverables relating to reinsurance of traditional and limited-payment contracts are required to be recognized and measured in a manner consistent with liabilities relating to the underlying reinsured contracts, including using consistent assumptions. Reinsurance contracts may be executed subsequent to the direct contract issue dates, and market interest rates may have changed between the date that the underlying insurance contracts were issued and the date the reinsurance contract is recognized in the financial statements, resulting in the underlying discount rate differing between the direct and reinsured business.
57
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance
The Company regularly monitors the financial strength ratings of its reinsurers. At June 30, 2025 and December 31, 2024, the Company had an allowance for credit losses (“ACL”) of $26 million and $27 million, respectively, on its reinsurance recoverables, which are reported net of ACL on the Condensed Consolidated Balance Sheets. The ACL considers the credit quality of the reinsurer and is generally determined based on probability of default and loss given default assumptions, after considering any applicable collateral arrangements.
For reinsurance recoverables that are collateralized, the amount of collateral is expected to be adjusted as necessary as a result of fair value changes in that collateral. If the fair value of the collateral at the reporting date is less than the carrying value of the reinsurance recoverable, the Company recognizes an ACL on the difference between the fair value of the collateral at the reporting date and the carrying value of the reinsurance recoverable. Additions to or releases of the ACL are reported in Death, other policyholder benefits, and changes in reserves, net of deferrals in the Condensed Consolidated Income Statements.
Reinsurance recoverable on market risk benefits is recognized at fair value with changes being recognized in current period earnings within market risk benefit (gains) losses, net. Non-performance risk of the reinsurer is incorporated into the calculation through the adjustment of the risk-free rate curve based on credit spreads observed on instruments issued by similarly-rated life insurance companies.
The Company’s reinsurance contract that cedes only the GMIB elected on certain variable annuity products is classified as a reinsurance recoverable on market risk benefits. These reinsured MRBs may have direct MRB balances recorded as either assets or liabilities; however, because the unit of account for the reinsured MRB is the reinsurance contract, the ceded MRB is presented in total within reinsurance recoverable on market risk benefits. The fees used to determine the fair value of the reinsurance recoverable on market risk benefits are those defined in the reinsurance contract.
Guaranteed benefits related to the optional lifetime income rider offered on certain fixed index annuities are MRBs that are reinsured with Athene. The reinsured MRBs are measured using a non-option valuation approach that uses cash flow assumptions and an attributed fee ratio consistent with those used to measure the MRBs on the direct contract and a discount rate that considers the reinsurer’s credit risk. The attributed fee is locked-in at inception of the contract.
Components of the Company’s reinsurance recoverable excluding MRBs were as follows (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Reserves: | |||||||||||
| Life | $ | $ | |||||||||
| Accident and health | |||||||||||
Annuity benefits (1) | |||||||||||
| Claims liability and other | |||||||||||
| Total | $ | $ | |||||||||
Components of the Company’s reinsurance recoverable on market risk benefits were as follows (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Variable annuity | $ | $ | |||||||||
| Other product lines | |||||||||||
| Total | $ | $ | |||||||||
58
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance
Reinsurance and Funds Withheld Payable Under Reinsurance Treaties
Under the reinsurance agreement with Athene and the retro treaties with SRZ, the Company maintains ownership of the underlying investments instead of transferring them to the reinsurer and, as a result, records a funds withheld liability payable to the reinsurer. Investment returns earned on withheld assets are paid by the Company to the reinsurer, pursuant to the terms of the agreements. Investment income and net gains (losses) on derivatives and investments are reported net of gains or losses on the funds withheld payable under reinsurance treaties.
The amounts credited to reinsurers on the funds withheld payable is based on the return earned on those assets. The return earned on the assets is subject to the credit risk of the original issuer of the instrument rather than Jackson’s own creditworthiness, which results in an embedded derivative (total return swap).
Funds withheld under reinsurance agreement with Athene
The Company recognizes a liability for the embedded derivative related to the funds withheld under the reinsurance agreement with Athene within funds withheld payable under reinsurance treaties in the Condensed Consolidated Balance Sheets. The embedded derivative is measured at fair value with changes in fair value reported in net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements. At inception of the reinsurance agreement with Athene, the fair value of the withheld investments differed from their book value and, accordingly, while the investments are held, the amortization of this difference is reported in net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements. See Note 5 - Derivative Instruments of these Notes to Condensed Consolidated Financial Statements for more information on the embedded derivative.
Funds withheld under reinsurance agreements with SRZ
At execution of the retro treaties with SRZ, the Company elected the fair value option for the withheld assets, as well as the related funds withheld payable. Accordingly, the embedded derivative is not bifurcated or separately measured. The funds withheld payable is measured at fair value with changes in fair value reported in net gains (losses) on derivatives and investments. The fair value of the funds withheld payable is equal to the fair value of the assets held as collateral.
The following assets and liabilities were held in support of reserves associated with the Company’s funds withheld reinsurance agreements and were reported in the respective financial statement line items in the Condensed Consolidated Balance Sheets (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Debt securities, available-for-sale | $ | $ | |||||||||
| Debt securities, at fair value under the fair value option | |||||||||||
| Equity securities | |||||||||||
| Mortgage loans | |||||||||||
Mortgage loans, at fair value under the fair value option | |||||||||||
| Policy loans | |||||||||||
| Freestanding derivative instruments, net | ( | ||||||||||
| Other invested assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Accrued investment income | |||||||||||
| Other assets and liabilities, net | ( | ( | |||||||||
Total assets (1) | $ | $ | |||||||||
| Liabilities | |||||||||||
Funds held under reinsurance treaties (2) | $ | $ | |||||||||
| Total liabilities | $ | $ | |||||||||
(1) Certain assets are reported at amortized cost while the fair value of those assets is reported in the embedded derivative in the funds withheld liability.
59
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 8. Reinsurance
(2) Includes funds withheld embedded derivative asset (liability) of $1,983 million and $2,314 million at June 30, 2025 and December 31, 2024, respectively.
The sources of income related to funds withheld under reinsurance treaties reported in net investment income in the Condensed Consolidated Income Statements were as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Debt securities (1) | $ | $ | $ | $ | |||||||||||||||||||
| Equity securities | |||||||||||||||||||||||
Mortgage loans (2) | |||||||||||||||||||||||
| Policy loans | |||||||||||||||||||||||
| Limited partnerships | |||||||||||||||||||||||
| Other investment income | |||||||||||||||||||||||
| Total investment income on funds withheld assets | |||||||||||||||||||||||
Other investment expenses on funds withheld assets (3) | ( | ( | ( | ( | |||||||||||||||||||
| Total net investment income on funds withheld reinsurance treaties | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes nil and $1 million for the three and six months ended June 30, 2025, respectively, and nil and $1 million for the three and six months ended June 30, 2024, respectively, related to the change in fair value for securities carried under the fair value option.
(2) Includes $3 million and $7 million for the three and six months ended June 30, 2025, respectively, and $1 million and $(3 ) million for the three and six months ended June 30, 2024, respectively, related to the change in fair value for mortgage loans carried under the fair value option.
(3) Includes management fees.
The gains and losses on funds withheld reinsurance treaties as a component of net gains (losses) on derivatives and investments in the Condensed Consolidated Income Statements were as follows (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Available-for-sale securities | |||||||||||||||||||||||
| Realized gains on sale | $ | $ | $ | $ | |||||||||||||||||||
| Realized losses on sale | ( | ( | ( | ( | |||||||||||||||||||
| Credit loss expense | ( | ( | ( | ( | |||||||||||||||||||
| Gross impairments | |||||||||||||||||||||||
| Credit loss expense on mortgage loans | ( | ||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| Net gains (losses) on non-derivative investments | ( | ( | ( | ( | |||||||||||||||||||
| Net gains (losses) on derivative instruments | ( | ( | |||||||||||||||||||||
Net gains (losses) on funds withheld payable under reinsurance treaties (1) | ( | ( | ( | ( | |||||||||||||||||||
| Total net gains (losses) on derivatives and investments | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) Includes the Athene embedded derivative gain (loss) of $( | |||||||||||||||||||||||
60
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
9. Reserves for Future Policy Benefits and Claims Payable
Reserves for Future Policy Benefits
For non-participating traditional and limited-payment insurance contracts, the reserve for future policy benefits represents the present value of estimated future policy benefits to be paid to or on behalf of policyholders in future periods and certain related expenses less the present value of estimated future net premiums.
Reserves for future policy benefits for non-participating traditional and limited-payment insurance contracts are measured using the net premium ratio ("NPR") measurement model. The NPR measurement model accrues for future policy benefits in proportion to the premium revenue recognized. The reserve for future policy benefits is derived from the Company's best estimate of future net premium and future benefits and expenses, which is based on best estimate assumptions including mortality, persistency, claims expense, and discount rate. On an annual basis, or as circumstances warrant, we conduct a comprehensive review of our current best estimate assumptions based on our experience, industry benchmarking, and other factors, as applicable. Expense assumptions are updated based on estimates of expected non-level costs, such as termination or settlement costs, and costs after the premium-paying period and exclude acquisition costs or any costs that are required to be charged to expenses as incurred. Updates to assumptions are applied on a retrospective basis, and the change in the reserve for future policy benefits resulting from updates to assumptions is reported separately on the Condensed Consolidated Income Statements within the (gain) loss from updating future policy benefits cash flow assumptions, net. Each reporting period the reserve for future policy benefits is updated to reflect actual experience to date.
The Company establishes cohorts, which are groupings used to measure reserves for future policy benefits. In determining cohorts, the Company considered both qualitative and quantitative factors, including the issue year, type of product, product features, and legal entity.
The discount rate used to estimate reserves for future policy benefits is consistent with an upper-medium grade (low-credit risk) fixed-income corporate instrument yield, which has been interpreted to represent a single-A corporate instrument yield. This discount rate curve is determined by fitting a parametric function to yields to maturity and related times to maturity of market observable single-A rated corporate instruments. The discount rate used to recognize interest accretion on the reserves for future policy benefits is locked at the initial measurement of the cohort. Each reporting period, the reserve for future policy benefits is remeasured using the current discount rate. The difference between the reserve calculated using the current discount rate and the reserve calculated using the locked-in discount rate is recorded in OCI.
For limited-payment insurance contracts, premiums are paid over a period shorter than the period over which benefits are provided. Gross premiums received in excess of the net premium are deferred and recognized as a deferred profit liability ("DPL"). The DPL is included within the reserve for future policy benefits and profits are recognized in income as a component of benefit expenses on a constant relationship with the amount of expected future benefit payments. Interest is accreted on the balance of the DPL using the discount rate locked in at the initial measurement of the cohort. Measurement of the DPL uses best estimate assumptions for mortality. These assumptions are similarly subject to the annual review process discussed above.
61
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
Additional Liabilities – Universal Life-type
For universal life-type insurance contracts, a liability is recognized for the policyholder’s account value as discussed further in Note 10 of these Notes to Condensed Consolidated Financial Statements. Where these contracts provide additional benefits beyond the account balance or base insurance coverage that are not market risk benefits or embedded derivatives, liabilities in addition to the policyholder’s account value are recognized. These additional liabilities for annuitization, death and other insurance benefits are reported within reserves for future policy benefits and claims payable. The methodology uses a benefit ratio defined as a constant percentage of the assessment base. This ratio is multiplied by current period assessments to determine the reserve accrual for the period. The assumptions used in the measurement of the additional liabilities for annuitization, death and other insurance benefits are based on best estimate assumptions including mortality, persistency, investment returns, and discount rates. These assumptions are similarly subject to the annual review process discussed above. As available-for-sale debt securities are carried at fair value, an adjustment is made to these additional liabilities equal to the change in liability that would have occurred if such securities had been sold at their stated fair value and the proceeds reinvested at current yields. This adjustment, along with the change in net unrealized gains (losses) on available-for-sale debt securities, net of applicable tax, is credited or charged directly to equity as a component of OCI.
See Note 10 - Other Contract Holder Funds of these Notes to Condensed Consolidated Financial Statements for more information regarding other contract holder funds.
Other Future Policy Benefits and Claims Payable
In conjunction with a prior acquisition, the Company recorded a fair value adjustment at acquisition related to certain annuity and interest-sensitive liability blocks of business to reflect the cost of the interest guarantees within the in-force liabilities, based on the difference between the guaranteed interest rate and an assumed new money guaranteed interest rate at acquisition. This adjustment is included in other future policy benefits and claims payable as disclosed in the table below. This liability is remeasured at the end of each period, taking into account changes in the in-force block. Any resulting change in the liability is recorded as a gain (loss) from updating future policy benefits cash flow assumptions, net through the Condensed Consolidated Income Statements.
In addition, annuity and life claims liabilities in course of settlement are included in other future policy benefits and claims payable as disclosed in the table below.
The following table summarizes the Company’s reserves for future policy benefits and claims payable balances (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Reserves for future policy benefits | |||||||||||
| Payout Annuities | $ | $ | |||||||||
| Closed Block Life | |||||||||||
| Closed Block Annuity | |||||||||||
| Reserves for future policy benefits | |||||||||||
| Additional liabilities | |||||||||||
| Closed Block Life | |||||||||||
| Other future policy benefits and claims payable | |||||||||||
| Reserves for future policy benefits and claims payable | $ | $ | |||||||||
62
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
The following tables present the roll-forward of components of reserves for future policy benefits (in millions):
| Present Value of Expected Net Premiums | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Payout | Closed Block | Closed Block | Payout | Closed Block | Closed Block | ||||||||||||||||||||||||||||||
| Annuities | Life | Annuity | Annuities | Life | Annuity | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Beginning of period cumulative effect of changes in discount rate assumptions | |||||||||||||||||||||||||||||||||||
| Beginning balance at original discount rate | |||||||||||||||||||||||||||||||||||
| Effect of changes in cash flow assumptions | ( | ||||||||||||||||||||||||||||||||||
| Effect of actual variances from expected experience | ( | ( | |||||||||||||||||||||||||||||||||
| Balance adjusted for variances from expectation | |||||||||||||||||||||||||||||||||||
| Issuances | |||||||||||||||||||||||||||||||||||
| Interest accrual | |||||||||||||||||||||||||||||||||||
| Net premiums collected | ( | ( | |||||||||||||||||||||||||||||||||
| Ending balance at original discount rate | |||||||||||||||||||||||||||||||||||
| End of period cumulative effect of changes in discount rate assumptions | ( | ( | |||||||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
63
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
| Present Value of Expected Future Policy Benefits | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | Year Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Payout | Closed Block | Closed Block | Payout | Closed Block | Closed Block | ||||||||||||||||||||||||||||||
| Annuities | Life | Annuity | Annuities | Life | Annuity | ||||||||||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Beginning of period cumulative effect of changes in discount rate assumptions | |||||||||||||||||||||||||||||||||||
Beginning balance at original discount rate (including DPL of $ | |||||||||||||||||||||||||||||||||||
| Effect of changes in cash flow assumptions | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Effect of actual variances from expected experience | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance adjusted for variances from expectation | |||||||||||||||||||||||||||||||||||
| Issuances | |||||||||||||||||||||||||||||||||||
| Interest accrual | |||||||||||||||||||||||||||||||||||
| Benefits payments | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
Ending balance of original discount rate (including DPL of $ | |||||||||||||||||||||||||||||||||||
| End of period cumulative effect of changes in discount rate assumptions | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reserves for future policy benefits | |||||||||||||||||||||||||||||||||||
| Less: Reinsurance recoverable | |||||||||||||||||||||||||||||||||||
| Reserves for future policy benefits, after reinsurance recoverable | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table presents the weighted average duration of the reserves for future policy benefits. The weighted average duration represents average cohort-level duration weighted by the benefit reserves amount:
| Payout | Closed Block | Closed Block | |||||||||||||||
| Annuities | Life | Annuity | |||||||||||||||
| June 30, 2025 | |||||||||||||||||
| Weighted average duration (years) | |||||||||||||||||
| December 31, 2024 | |||||||||||||||||
| Weighted average duration (years) | |||||||||||||||||
The discount rate assumption related to the single-A corporate instrument yield was updated based on current market data. Discount rates decreased in 2025 compared to 2024, based on the duration of the liability. This resulted in an increase in the liability. Refer to the roll-forward above for further details.
64
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
The following table presents the amount of undiscounted and discounted expected future gross premiums and expected future benefit payments for future policy benefits for non-participating traditional and limited-payment insurance contracts (in millions). The discounted premiums are calculated using the current discount rate, while the undiscounted cash flows represent the gross cash flows before any discounting is applied:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||
| Undiscounted | Discounted | Undiscounted | Discounted | ||||||||||||||
| Payout Annuities | |||||||||||||||||
| Expected future benefit payments | $ | $ | $ | $ | |||||||||||||
| Expected future gross premiums | |||||||||||||||||
| Closed Block Life | |||||||||||||||||
| Expected future benefit payments | |||||||||||||||||
| Expected future gross premiums | |||||||||||||||||
| Closed Block Annuity | |||||||||||||||||
| Expected future benefit payments | |||||||||||||||||
| Expected future gross premiums | $ | $ | $ | $ | |||||||||||||
The following table presents the amount of revenue and interest related to non-participating traditional and limited-pay insurance contracts recognized in the Condensed Consolidated Income Statements (in millions):
| Gross Premiums | Interest Expense | ||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||||
| Payout Annuities | $ | $ | $ | $ | |||||||||||||||||||
| Closed Block Life | |||||||||||||||||||||||
| Closed Block Annuity | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table presents the weighted average interest rate for the reserves for future policy benefits at the cohort's level for the locked-in discount rate (interest accretion rate), and current discount rate, weighted by the cohort's benefit reserve amount:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Payout Annuities | |||||||||||
| Interest accretion rate | % | % | |||||||||
| Current discount rate | % | % | |||||||||
| Closed Block Life | |||||||||||
| Interest accretion rate | % | % | |||||||||
| Current discount rate | % | % | |||||||||
| Closed Block Annuity | |||||||||||
| Interest accretion rate | % | % | |||||||||
| Current discount rate | % | % | |||||||||
65
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 9. Reserves for Future Policy Benefits and Claims Payable
The following table presents a roll-forward of Closed Block Life additional liabilities for annuitization, death and other insurance benefits (in millions):
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Beginning of period cumulative effect of changes in shadow adjustments | |||||||||||
| Beginning balance excluding shadow | |||||||||||
| Effect of changes in cash flow assumptions | |||||||||||
| Effect of actual variances from expected experience | |||||||||||
| Interest accrual | |||||||||||
| Net assessments collected | ( | ( | |||||||||
| Ending balance excluding shadow | |||||||||||
| End of period cumulative effect of changes in shadow adjustments | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
The following table presents the weighted average duration of Closed Block Life additional liabilities for annuitization, death and other insurance benefits. The weighted average duration represents average cohort-level duration weighted by the benefit reserves amount:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Weighted average duration (years) | |||||||||||
The following table presents assessments and interest expense of Closed Block Life additional liabilities for annuitization, death and other insurance benefits recognized in the Condensed Consolidated Income Statements (in millions):
| Assessments | Interest Expense | ||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||||||||||||
| Additional liability for annuitization, death and other insurance benefits | $ | ( | $ | ( | $ | $ | |||||||||||||||||
The following table presents the weighted average current discount rate of Closed Block Life additional liabilities for annuitization, death and other insurance benefits, applied at the cohort level weighted by reserve benefit amount:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Weighted average current discount rate | % | % | |||||||||
66
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds
10. Other Contract Holder Funds
Other contract holder funds represent the policyholder account balance on our universal life-type products, investment contracts, and the fair value of the embedded derivatives associated with the indexed crediting features on our fixed index annuities and registered index-linked annuities.
Universal life-type contracts have, as a principal component, an account balance in which interest is credited to policyholders and assessments are deducted for mortality risk and contract administration. The account balance is recognized as a liability within other contract holder funds, and the liability is updated each period for fee and assessment deductions and increased for interest or returns credited to the account balance.
Certain of our universal life-type contracts contain features that are not classified as market risk benefits or embedded derivatives but provide additional benefits beyond the account balance or base insurance coverage for which a liability in addition to the account balance is necessary. These additional liabilities for death or other insurance benefits are reported as a component of reserves for future policy benefits and claims payable in the Condensed Consolidated Balance Sheets. See Note 9 - Reserves for Future Policy Benefits and Claims Payable of these Notes to the Condensed Consolidated Financial Statements for more information regarding these additional liabilities.
Certain contracts without significant mortality or morbidity risk and certain annuities that lack insurance risk are treated as investment contracts. For investment contracts, payments received are reported as liabilities and accounted for in a manner consistent with the accounting for interest-bearing or other financial instruments, within other contract holder funds.
The Company issues a variety of annuity products including variable annuities, registered index linked annuities, fixed index annuities, fixed annuities and payout annuities. For annuity contracts that are classified as investment contracts, the liability is the account balance as of the reporting date, reported within the other contract holder funds. For the variable annuity products, only the allocations to fixed fund options are reported in other contract holder funds.
For our fixed index annuities and registered index linked annuities, the index-linked crediting derivative feature issued by the Company is accounted for as an embedded derivative measured at fair value and reported as a component of other contract holder funds on the Condensed Consolidated Balance Sheets with changes in fair value recorded in net income within net gains (losses) on derivatives and investments. The fair value is determined using an option-budget method with capital market inputs of market index returns and discount rates as well as actuarial assumptions including lapse, mortality and withdrawal rates. Favorable equity market movements cause increases in future contract holder benefits, resulting in an increase in the fair value of the embedded derivative liability (and vice versa). The Company also establishes a host contract reserve to support the underlying guaranteed account value growth. This host contract liability is included as a component of other contract holder funds on the Condensed Consolidated Balance Sheets. Interest is accreted to the host contract liability using an effective yield method.
Our annuity products may contain certain features or guarantees that are classified as MRBs. These market risk benefits are a component of the market risk benefits line items in the Condensed Consolidated Balance Sheet. See Note 12 - Market Risk Benefits of these Notes to Condensed Consolidated Financial Statements for more information regarding market risk benefits.
The Company’s institutional products business is comprised of the guaranteed investment contracts, funding agreements backed by medium-term notes ("FABN funding agreements"), funding agreements backed by commercial paper ("FABCP funding agreements"), and funding agreements issued in conjunction with the Company's participation in the U.S. Federal Home Loan Bank ("FHLB") program ("FHLB funding agreements") described below.
•FABN funding agreements: Jackson has established a $32 billion aggregate funding agreement-backed note (“FABN”) program, pursuant to which a special purpose statutory business trust may issue medium-term notes and deposit the proceeds with Jackson pursuant to a FABN funding agreement issued by Jackson to the special purpose statutory trust. The carrying values at June 30, 2025 and December 31, 2024 totaled $7.3 billion and $5.9 billion, respectively.
67
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds
Liabilities for foreign currency denominated FABN funding agreements that are adjusted to reflect the effects of foreign currency translation gains and losses using exchange rates as of the reporting date. Foreign currency translation gains and losses are included in net gains (losses) on derivatives and investments. FABN funding agreements issued in a foreign currency have been hedged for changes in exchange rates using cross-currency swaps.
•FABCP funding agreements: In the second quarter of 2025, Jackson established a FABCP funding agreement program, pursuant to which a special purpose limited liability company may issue commercial paper and deposit the proceeds with Jackson under FABCP funding agreements issued by Jackson to the special purpose limited liability company. The current maximum aggregate principal amount permitted to be outstanding at any one time under the program is $3.0 billion. As of June 30, 2025, the Company had $459 million outstanding under the program.
•FHLB funding agreements: Jackson is a member of the FHLBI primarily for the purpose of participating in the bank’s mortgage-collateralized loan advance program with long-term funding facilities. Advances are in the form of funding agreements issued to, and short-term and long-term borrowings from FHLBI. At June 30, 2025 and December 31, 2024, the Company held $119 million and $127 million of FHLBI capital stock, respectively, supporting $2.0 billion and $2.7 billion in FHLB funding agreements and short-term and long-term borrowings at June 30, 2025 and December 31, 2024, respectively. At June 30, 2025 and December 31, 2024, the FHLB funding agreements and short-term and long-term borrowings were collateralized by mortgage-related securities and commercial mortgage loans with a carrying value of $3.0 billion and $4.2 billion, respectively.
The following table presents the liabilities for other contract holder funds (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Variable Annuity | $ | $ | |||||||||
| RILA | |||||||||||
| Fixed Index Annuities | |||||||||||
| Fixed Annuity | |||||||||||
| Payout Annuity | |||||||||||
| Closed Block Life | |||||||||||
| Closed Block Annuity | |||||||||||
| Institutional Products | |||||||||||
| Other Product Lines | |||||||||||
| Total other contract holder funds | $ | $ | |||||||||
The following table presents a roll-forward of other contract holder funds, gross of reinsurance (in millions):
| Fixed | Closed | Closed | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Variable | Indexed | Fixed | Payout | Block | Block | ||||||||||||||||||||||||||||||||||||||||||||||||
| Annuity | RILA | Annuities | Annuity | Annuity | Life | Annuity | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrenders, withdrawals and benefits | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net transfers from (to) separate accounts | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment performance / change in value of equity option | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest credited | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Policy charges and other | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
68
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds
| Fixed | Closed | Closed | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Variable | Indexed | Fixed | Payout | Block | Block | ||||||||||||||||||||||||||||||||||||||||||||||||
| Annuity | RILA | Annuities | Annuity | Annuity | Life | Annuity | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Deposits | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrenders, withdrawals and benefits | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net transfers from (to) separate accounts | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment performance / change in value of equity option | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest credited | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Policy charges and other | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The following table presents weighted average crediting rate, net amount at risk, and cash surrender value of contract holder account balances (dollars in millions):
| Fixed | Closed | Closed | ||||||||||||||||||||||||||||||||||||||||||
| Variable | Indexed | Fixed | Payout | Block | Block | |||||||||||||||||||||||||||||||||||||||
| Annuity | RILA | Annuities | Annuity | Annuity | Life | Annuity | ||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Weighted-average crediting rate (1) | % | % | % | % | % | % | % | |||||||||||||||||||||||||||||||||||||
Net amount at risk (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cash surrender value (3) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
Weighted-average crediting rate (1) | % | % | % | % | % | % | % | |||||||||||||||||||||||||||||||||||||
Net amount at risk (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cash surrender value (3) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1) Weighted average crediting rate is the average crediting rate weighted by contract holder account balances invested in fixed account funds.
(2) Net amount at risk represents the standard excess benefit base for guaranteed death benefits on universal life type products. The net amount at risk associated with market risk benefits are presented within Note 12 - Market Risk Benefits of these Notes to Condensed Consolidated Financial Statements.
At June 30, 2025 and December 31, 2024, excluding reinsurance business, approximately 93 % and 94 % of the Company’s annuity account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively. At June 30, 2025 and December 31, 2024, excluding reinsurance business, approximately 82 % and 82 % of the Company’s closed block life account values correspond to crediting rates that are at the minimum guaranteed interest rates, respectively.
69
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds
The following table presents contract holder account balances invested in fixed account funds by range of guaranteed minimum crediting rates and the related range of the difference between rates being credited to other contract holder funds and the respective guaranteed minimums (in millions):
| June 30, 2025 | |||||||||||||||||||||||||||||
| At Guaranteed | 1 Basis Point-50 | 51 Basis Points-150 | Greater Than 150 | ||||||||||||||||||||||||||
| Range of Guaranteed Minimum Crediting Rate | Minimum | Basis Points Above | Basis Points Above | Basis Points Above | Total | ||||||||||||||||||||||||
| Variable Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| RILA | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Fixed Indexed Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Fixed Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Closed Block Life | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Closed Block Annuity | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
70
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 10. Other Contract Holder Funds
| December 31, 2024 | |||||||||||||||||||||||||||||
| At Guaranteed | 1 Basis Point-50 | 51 Basis Points-150 | Greater Than 150 | ||||||||||||||||||||||||||
| Range of Guaranteed Minimum Crediting Rate | Minimum | Basis Points Above | Basis Points Above | Basis Points Above | Total | ||||||||||||||||||||||||
| Variable Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| RILA | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Fixed Index Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Fixed Annuities | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Closed Block Life | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Closed Block Annuity | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Greater than | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
71
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11. Separate Account Assets and Liabilities
11. Separate Account Assets and Liabilities
The Company issues variable contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities). The Company also issues variable contracts through separate accounts where the Company contractually guarantees to the contract holder (variable contracts with guarantees) either a) return of no less than total deposits made to the account adjusted for any partial withdrawals, b) total deposits made to the account adjusted for any partial withdrawals plus a minimum return, or c) the highest account value on a specified anniversary date adjusted for any withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death (guaranteed minimum death benefits, or "GMDB"), at annuitization (guaranteed minimum income benefits, or "GMIB"), upon the depletion of funds (guaranteed minimum withdrawal benefits, or "GMWB") or at the end of a specified period (guaranteed minimum accumulation benefits, or "GMAB"). These guarantees are classified as market risk benefits. See Note 12 - Market Risk Benefits of these Notes to Condensed Consolidated Financial Statements for more information regarding market risk benefits.
The separate account assets supporting the variable portion of both traditional variable annuities and variable contracts with guarantees are carried at fair value and reported as summary total separate account assets with an equivalent summary total reported for separate account liabilities. At June 30, 2025 and December 31, 2024, the assets and liabilities associated with variable life and annuity contracts were $232 billion and $229 billion, respectively. Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company.
Separate account net investment income, net investment realized and unrealized gains and losses, and the related liability changes are offset within the same line item in the Condensed Consolidated Income Statements. Amounts assessed against the contract holders for mortality, variable annuity benefit guarantees, administrative, and other services are reported in revenue as fee income.
Included in the separate account assets and liabilities described above is a Jackson issued group variable annuity contract designed for use in connection with and issued to the Company’s Defined Contribution Retirement Plan. These deposits are allocated to the Jackson National Separate Account - II, which had balances of $203 million and $208 million at June 30, 2025 and December 31, 2024, respectively. The Company receives administrative fees for managing the funds. These fees are recorded as earned and included in fee income in the Condensed Consolidated Income Statements.
The following table presents the roll-forward of the separate account balance for variable annuities (in millions):
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||
| Balance as of beginning of period | $ | $ | |||||||||
Deposits (1) | |||||||||||
Surrenders, withdrawals and benefits (1) | ( | ( | |||||||||
| Net transfer from (to) general account | ( | ( | |||||||||
| Investment performance | |||||||||||
| Policy charges and other | ( | ( | |||||||||
| Balance as of end of period, gross | $ | $ | |||||||||
Cash surrender value (2) | $ | $ | |||||||||
(1) Excludes certain internal exchanges.
(2) Cash surrender value represents the amount of the contract holder’s account balances distributable at the balance sheet date less applicable surrender charges.
72
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 11. Separate Account Assets and Liabilities
The following table presents the reconciliation of the separate account balance in the Condensed Consolidated Balance Sheets (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Variable Annuities | $ | $ | |||||||||
| Other Product Lines | |||||||||||
| Total | $ | $ | |||||||||
The following table presents aggregate fair value of assets, by major investment asset category, supporting separate accounts (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Variable Annuities By Fund Type | |||||||||||
| Equity | $ | $ | |||||||||
| Bond | |||||||||||
| Balanced | |||||||||||
| Money Market | |||||||||||
| Total Variable Annuities | |||||||||||
| Other Product Lines | |||||||||||
| Total Separate Accounts | $ | $ | |||||||||
12. Market Risk Benefits
Contracts or contract features that provide protection to the contract holder from capital market risk and expose the Company to other-than-nominal capital market risk are classified as MRBs.
All long-duration insurance contracts and certain investment contracts are subject to MRB evaluation. MRBs are measured at fair value at the contract level and can be in either an asset or liability position. For contracts that contain multiple MRB features, the MRBs are valued together as a single compound MRB. Market risk benefit assets and Market risk benefit liabilities are reported separately on the Condensed Consolidated Balance Sheets.
Changes in fair value are reported in Net (gains) losses on market risk benefits on the Condensed Consolidated Income Statements. However, the change in fair value related to our own non-performance risk is reported as a component of other comprehensive income in Change in non-performance risk on market risk benefits on the Condensed Consolidated Statements of Comprehensive Income (Loss).
A description of the items affecting the change in fair value by category is as follows:
•Changes in interest rates — movement in risk free rates (impacts both assumed future separate account returns and discounting of cash flows)
•Fund performance — separate account returns gross of fees
•Change in equity index volatility — movement in implied volatility
•Expected policyholder behavior — policyholder behavior as assumed in reserving
•Actual policyholder behavior different than expected — difference between actual behavior during the period versus assumed behavior
•Time — effect of passage of time including reduction to separate account balances from fees, the change in proximity of future cash flows, and impacts to policy features such as bonus credits
•Change in assumptions — changes in assumptions resulting from our periodic review
•Change in non-performance risk — changes in Jackson’s non-performance risk
See Note 6 - Fair Value Measurements of these Notes to Condensed Consolidated Financial Statements for more information regarding fair value measurements.
73
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 12. Market Risk Benefits
Additionally, when an annuitization occurs (for annuitization benefits) or upon extinguishment of the account balance (for withdrawal benefits), the balance related to the MRB is derecognized and the amount deducted (after derecognition of any related amount included in accumulated other comprehensive income) is used in the calculation of the liability for future policy benefits for the resulting payout annuity.
Variable Annuities
Variable annuity contracts issued by the Company offer various guaranteed minimum death, withdrawal, income and accumulation benefits. These guaranteed benefit features, as well as the reinsurance recoverable on the Company’s GMIB, are classified as MRBs and measured at fair value. The Company discontinued offering the GMIB in 2009.
Variable annuity guaranteed benefit features classified as MRBs, which have explicit fees, are measured using the attributed fee method. Under the attributed fee method, fair value is measured as the difference between the present value of projected future liabilities and the present value of projected attributed fees. At the inception of the contract, the Company attributes to the MRB a portion of total fees expected to be assessed against the contract holder to offset the projected claims over the lifetime of the contract. The attributed fee is expressed as a percentage of total projected future fees at inception of the contract. This percentage of total projected fees is considered a fixed term of the MRB feature and is held static over the life of the contract. This percentage may not exceed 100% of the total projected contract fees as of contract inception. As the Company may issue contracts that have projected future liabilities greater than the projected future guaranteed benefit fees at issue, the Company may also attribute mortality and expense charges when performing this calculation. In subsequent valuations, the present value of both future projected liabilities and projected attributed fees are remeasured based on current market conditions and policyholder behavior assumptions.
Fixed Index Annuities
The longevity riders issued on fixed index annuities are classified as MRBs and measured at fair value. Similar to the variable annuity guaranteed benefits features, these contracts have explicit fees and are measured using the attributed fee method. The Company attributes a percentage of total projected future fees expected to be assessed against the policyholder to offset the projected future claims over the lifetime of the contract. If the fees attributed are insufficient to offset the claims at issue, the shortfall is borrowed from the host contract rather than recognizing a loss at inception.
RILA
RILA guaranteed benefit features are classified as MRBs and measured at fair value. The fair value measurement represents the present value of future claims payable by the MRB feature. At inception, the value of the MRB is deducted from the value of the contract resulting in no gain or loss.
The following table presents the reconciliation of the market risk benefits balance in the Condensed Consolidated Balance Sheets (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Variable | Other | Variable | Other | ||||||||||||||||||||||||||||||||
| Annuities | Product Lines | Total | Annuities | Product Lines | Total | ||||||||||||||||||||||||||||||
| Market risk benefit - (assets) | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Market risk benefit - liabilities | |||||||||||||||||||||||||||||||||||
| Market risk benefit - net (asset) liability | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
74
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 12. Market Risk Benefits
The following table presents the roll-forward of the net MRB (assets) liabilities for variable annuities (dollars in millions):
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||||||
| Net MRB balance, beginning of period | $ | ( | $ | ( | |||||||
| Beginning of period cumulative effect of changes in non-performance risk | |||||||||||
| Net MRB balance, beginning of period, before effect of changes in non-performance risk | ( | ( | |||||||||
| Effect of changes in interest rates | ( | ||||||||||
| Effect of fund performance | ( | ( | |||||||||
| Effect of changes in equity index volatility | ( | ||||||||||
| Effect of expected policyholder behavior | |||||||||||
| Effect of actual policyholder behavior different from expected | |||||||||||
| Effect of time | |||||||||||
| Effect of changes in assumptions | |||||||||||
| Net MRB balance, end of period, before effect of changes in non-performance risk | ( | ( | |||||||||
| End of period cumulative effect of changes in non-performance risk | ( | ( | |||||||||
| Net MRB balance, end of period, gross | ( | ( | |||||||||
| Reinsurance recoverable on market risk benefits at fair value, end of period | ( | ( | |||||||||
| Net MRB balance, end of period, net of reinsurance | ( | ( | |||||||||
Weighted average attained age (years) (1) | |||||||||||
Net amount at risk (2) | $ | $ | |||||||||
(1) Weighted-average attained age is defined as the average age of policyholders weighted by account value.
(2) Net amount at risk (NAR) is defined as of the valuation date for each contract as the greater of Death Benefit NAR (DBNAR) and Living Benefit NAR (LBNAR), as applicable, where DBNAR is the GMDB benefit base in excess of the account value, and LBNAR is the actuarial present value of guaranteed living benefits in excess of the account value.
At each reporting date, the Company regularly evaluates the inputs and assumptions to be used to measure the fair value of the MRB assets and MRB liabilities. In prior periods, the non-performance risk adjustment was determined based on credit spreads indicated by a blend of yields on similarly rated peer debt and yields on Company debt. Starting June 30, 2023, non-performance risk is incorporated into the calculation through the adjustment of the risk-free rate curve based only on credit spreads for debt and debt-like instruments issued by the Company or its insurance operating subsidiaries, adjusted, as necessary, to reflect the financial strength ratings of the issuing insurance subsidiaries. The change was made as a result of management’s determination that the reliability of credit spreads on debt and debt-like instruments issued by the Company as a measure of company-specific credit risk has increased due to sustained levels of market trading volume of these instruments.
75
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 13. Long-Term Debt
13. Long-Term Debt
Liabilities for the Company’s debt are primarily carried at an amount equal to the principal balance net of any unamortized original issuance discount or premium. Original issuance discount or premium and any debt issue costs, if applicable, are recognized as a component of interest expense over the period the debt is expected to be outstanding.
The aggregate carrying value of long-term debt was as follows (in millions):
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Long-Term Debt | |||||||||||
| Senior Notes due 2027 | $ | $ | |||||||||
| Senior Notes due 2031 | |||||||||||
| Senior Notes due 2032 | |||||||||||
| Senior Notes due 2051 | |||||||||||
| Surplus notes due 2027 | |||||||||||
| FHLBI bank loans due 2034 & 2035 | |||||||||||
| Total long-term debt | $ | $ | |||||||||
The following table presents the contractual maturities of the Company's long-term debt as of June 30, 2025 (in millions):
| Calendar Year | |||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 and thereafter | Total | ||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Revolving Credit Facility
On February 24, 2023, the Company replaced its prior revolving credit facility that was scheduled to expire in February 2024, with a new revolving credit facility (the "2023 Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent. The 2023 Revolving Credit Facility provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.0 billion, with a sub-limit of $500 million available for letters of credit. The 2023 Revolving Credit Facility further provides for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million.
The credit agreement for the 2023 Revolving Credit Facility contains financial maintenance covenants, including a minimum adjusted consolidated net worth test of no less than 70 % of our adjusted consolidated net worth as of September 30, 2022 (plus (to the extent positive) or minus (to the extent negative) 70 % of the impact on such adjusted consolidated net worth resulting from the application of a one-time transition adjustment for the LDTI accounting change for insurance contracts, and plus 50 % of the aggregate amount of any increase in adjusted consolidated net worth resulting from equity issuances by the Company and its consolidated subsidiaries after September 30, 2022), and a maximum consolidated indebtedness to total capitalization ratio test not to exceed 35 %. Commitments under the 2023 Revolving Credit Facility terminate on February 24, 2028.
Line of Credit Agreement
Jackson is a party to an Uncommitted Money Market Line Credit Agreement dated April 6, 2023, among Jackson, Jackson Financial, and Société Générale. This agreement is an uncommitted short-term cash advance facility that provides an additional form of liquidity to Jackson and to Jackson Financial. The aggregate borrowing capacity under the agreement is $500 million and each cash advance request must be at least $100 thousand. The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance. Jackson and Jackson Financial are jointly and severally liable to repay any advance under the agreement, which must be repaid prior to the last day of the quarter in which the advance was drawn.
76
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 14. Federal Home Loan Bank Advances
14. Federal Home Loan Bank Advances
15. Income Taxes
The Company uses the estimated annual effective tax rate ("ETR") method in computing the interim tax provision. Certain items, including those deemed unusual, infrequent, or that cannot be reliably estimated, are treated as discrete items and excluded from the estimated annual ETR. In these cases, the actual tax expense or benefit is reported in the same period as the related item. Certain tax effects are also not reflected in the estimated annual ETR, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions and are recorded in the period in which the change occurs. The estimated annual ETR is revised, as necessary, at the end of successive interim reporting periods.
The Company’s effective income tax rate was 1.8 % and 2.9 % for the three and six months ended June 30, 2025, compared with 11.4 % and 11.3 % for the same period in 2024, respectively. The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction, utilization of foreign tax credits, and valuation allowance. The change in the ETR for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 was due to the relationship of taxable income to consolidated pre-tax income (loss) and the valuation allowance. The ETR differs for the six months ended June 30, 2025 from the full year-ended December 31, 2024 ETR of 4.6 % due to the relationship of taxable income to consolidated pre-tax income (loss) and the valuation allowance.
For the six months ended June 30, 2025 and 2024, the Company recorded an estimate of $13 million and $165 million, respectively, for the provision of the corporate alternative minimum tax ("CAMT") with an offsetting increase to the deferred tax asset for the credit carryover resulting in no impact to total tax expense. The determination of the estimated 2025 CAMT liability considered carryover impacts from prior tax years and consideration of the applicability of the proposed regulations. The U.S. Treasury Department is expected to issue final guidance in 2025 or later that may materially change the estimated provision of the CAMT.
The Company is required to evaluate the recoverability of its deferred tax assets and establish a valuation allowance, if necessary, to reduce its deferred tax asset to an amount that is more likely than not to be realizable. Considerable judgment and the use of estimates are required when determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. When evaluating the need for a valuation allowance, the Company considers many factors, including: the nature and character of the deferred tax assets and liabilities; taxable income in prior carryback years; future reversals of temporary differences; the length of time carryovers can be utilized; and any tax planning strategies the Company would employ to avoid a tax benefit from expiring unused. The Company has adopted an accounting policy to analyze the ability to recover the CAMT credit carryover deferred tax asset separately from the deferred tax assets generated under the regular tax system.
For the six months ended June 30, 2025, changes in market conditions and interest rates impacted the unrealized tax gains and losses in the available-for-sale securities portfolio resulting in deferred tax assets related to net unrealized tax capital losses for the life insurance group. The deferred tax asset relates to the unrealized losses for which the carryforward period has not yet begun, and as such, when assessing its recoverability, we consider our ability and intent to hold the underlying securities to recovery, our capital loss carryback capacity, along with reversing capital deferred tax liabilities.
77
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 15. Income Taxes
As of June 30, 2025, based on all available evidence, we concluded that a valuation allowance should be established on a portion of the deferred tax asset related to unrealized losses that are not more likely than not to be realized. For the three and six months ended June 30, 2025, the Company recorded a decrease of $65 million and a decrease of $163 million, respectively, to the valuation allowance associated with the unrealized tax losses in the Company's available-for-sale securities portfolio. The $65 million decrease for the three months ended June 30, 2025, to the valuation allowance consists of $66 million tax benefit recorded to other comprehensive income and $1 million tax expense recorded in the income tax expense. The $163 million decrease for the six months ended June 30, 2025, to the valuation allowance consists of $165 million tax benefit recorded to other comprehensive income and $2 million tax expense recorded in the income tax expense. At June 30, 2025 and December 31, 2024, the Company has recorded a total valuation allowance for $571 million and $734 million, respectively, associated with the unrealized tax losses in the Life Companies' available-for-sale securities portfolio where it is not more likely than not that the full tax benefit of the losses will be realized.
The One Big Beautiful Bill Act ("OBBBA"), enacted on July 4, 2025, includes a broad range of tax reform provisions that impact corporations. The estimated tax impact of the OBBBA that will be recognized in the third quarter is not expected to be material.
16. Commitments and Contingencies
The Company and its subsidiaries are involved in litigation arising in the ordinary course of business. It is the opinion of management that the ultimate disposition of such litigation will not have a material adverse effect on the Company's financial condition. Jackson has been named in civil litigation proceedings, which appear to be substantially similar to other class action litigation brought against many life insurers including allegations of misconduct in the sale of insurance products. The Company accrues for legal contingencies once the contingency is deemed to be probable and reasonably estimable.
17. Operating Costs and Other Expenses
The following table is a summary of the Company’s operating costs and other expenses (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset-based commission expenses | $ | $ | $ | $ | |||||||||||||||||||
| Other commission expenses | |||||||||||||||||||||||
| Sub-advisor expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Deferral of acquisition costs | ( | ( | ( | ( | |||||||||||||||||||
| Total operating costs and other expenses | $ | $ | $ | $ | |||||||||||||||||||
78
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 18. Accumulated Other Comprehensive Income (Loss)
18. Accumulated Other Comprehensive Income (Loss)
The following table represents changes in the balance of accumulated other comprehensive income ("AOCI"), net of income tax, related to unrealized investment gains (losses) (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Balance, beginning of period (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Change in unrealized gains (losses) of investments | ( | ( | ||||||||||||||||||||||||
Change in current discount rate - reserve for future policy benefits(2) | ( | ( | ||||||||||||||||||||||||
| Change in non-performance risk on market risk benefits | ( | ( | ( | |||||||||||||||||||||||
| Change in unrealized gains (losses) - other | ( | ( | ( | |||||||||||||||||||||||
| Change in deferred tax asset | ( | |||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||
| Reclassifications from AOCI, net of tax | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
Balance, end of period (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1)Includes $(1,390 ) million and $(1,597 ) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2025 and December 31, 2024, respectively.
(2)Represents the impact of changes in the discount rate used in the remeasurement of our direct reserves for future policy benefits and claims payable, net of the remeasurement of ceded reserves for future policy benefits and claims payable.
The following table represents amounts reclassified out of AOCI (in millions):
| AOCI Components | Amounts Reclassified from AOCI | Affected Line Item in the Condensed Consolidated Income Statements | ||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Net unrealized investment gain (loss): | ||||||||||||||||||||
| Net realized gain (loss) on investments | $ | $ | Net gains (losses) on derivatives and investments | |||||||||||||||||
| Other impaired securities | ( | Net gains (losses) on derivatives and investments | ||||||||||||||||||
| Net unrealized gain (loss) | ( | |||||||||||||||||||
| Income tax expense (benefit) | ( | |||||||||||||||||||
| Reclassifications, net of income taxes | $ | ( | $ | |||||||||||||||||
| AOCI Components | Amounts Reclassified from AOCI | Affected Line Item in the Condensed Consolidated Income Statements | ||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Net unrealized investment gain (loss): | ||||||||||||||||||||
| Net realized gain (loss) on investments | $ | $ | Net gains (losses) on derivatives and investments | |||||||||||||||||
| Other impaired securities | ( | Net gains (losses) on derivatives and investments | ||||||||||||||||||
| Net unrealized gain (loss), before income taxes | ( | |||||||||||||||||||
| Income tax expense (benefit) | ||||||||||||||||||||
| Reclassifications, net of income taxes | $ | ( | $ | |||||||||||||||||
79
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 19. Equity
19. Equity
Preferred Stock
On March 13, 2023, the Company issued and sold 22,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th fractional interest in a share of the Company’s Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A, $25,000 liquidation preference per share (equivalent to $25 per Depositary Share), with a 5-year dividend rate reset period and noncumulative dividends (the “Series A Preferred Stock”). After underwriting discounts and expenses, we received net proceeds of approximately $533 million.
The Series A Preferred Stock carries a dividend rate equal to i) from issuance to but excluding March 30, 2028, 8.000 % per annum; and ii) from, and including, March 30, 2028, during each reset period, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the applicable reset dividend determination date plus 3.728 %. The dividend is payable quarterly in arrears on March 30, June 30, September 30 and December 30, and commenced on June 30, 2023. Dividends on the Series A Preferred Stock are not cumulative. Under the terms of the Series A Preferred Stock, if the Company has not declared and paid, or declared and set aside a sum sufficient for the payment of, dividends on the Series A Preferred Stock for the immediately preceding dividend period, then the Company’s ability to pay dividends or make distributions with respect to its common stock, or to repurchase or otherwise acquire its common stock, is subject to certain restrictions. Similar restrictions would apply in respect of any preferred stock ranking on parity with, or junior to, the Series A Preferred Stock, if any such preferred stock were to be issued by the Company.
We may, at our option, redeem the shares of Series A Preferred Stock (a) in whole but not in part at any time prior to March 30, 2028, (i) within 90 days after the occurrence of a “rating agency event” at a redemption price equal to $25,500 per share (equivalent to $25.50 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date, or (ii) within 90 days after the occurrence of a “regulatory capital event,” at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date, or (b) in whole or in part, from time to time, on or after March 30, 2028, at a redemption price equal to $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued but unpaid dividends to, but excluding, the redemption date. If we redeem any shares of Series A Preferred Stock, a proportionate number of Depositary Shares will be redeemed. Holders of Depositary Shares have no right to require the redemption or repurchase of the Series A Preferred Stock or the Depositary Shares.
The net proceeds from the sale were used for general corporate purposes, including the repayment of senior notes that matured in November 2023.
The following table presents the declaration date, record date, payment date and dividends paid per preferred share of, and per depositary share representing, the Series A Preferred Stock:
| Dividends Paid | |||||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Per Preferred Share | Per Depositary Share | |||||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||||||||
| 03/31/2025 | February 17, 2025 | March 11, 2025 | March 31, 2025 | $ | $ | ||||||||||||||||||||||||
| 06/30/2025 | May 2, 2025 | June 12, 2025 | June 30, 2025 | $ | $ | ||||||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||||||||
| 03/31/2024 | February 20, 2024 | March 12, 2024 | April 1, 2024 | $ | $ | ||||||||||||||||||||||||
| 06/30/2024 | May 2, 2024 | June 6, 2024 | July 1, 2024 | $ | $ | ||||||||||||||||||||||||
Common Stock
At June 30, 2025 and December 31, 2024, the Company was authorized to issue up to 1 0.01
80
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 19. Equity
Share Repurchase Program
On February 27, 2023 and August 1, 2024, our Board of Directors authorized increases of $450 million and $750 million, respectively, in our existing authorization to repurchase shares of our outstanding common stock as part of the Company's share repurchase program. As of July 25, 2025, the Company had remaining authorization to purchase $279 million of its common shares.
The Company expects to repurchase common shares from time to time in the open market or in privately negotiated transactions. The timing, form and amount of the share repurchases under the program are at the discretion of management and will depend on a variety of factors, including funds available at the Company, other potential uses for such funds, market conditions, the Company's capital position, legal requirements and other factors. The repurchase program may be modified, extended or terminated by the Board at any time. It does not have an expiration date. There can be no assurance that we will continue share repurchases or approve any further increase to our current, or approve any new, stock repurchase program, or any assurance to the amount of any repurchases that may be made pursuant to such programs.
Through June 30, 2025, we have incurred $7 million of excise tax in connection with share repurchases that exceeded stock issuances. The excise tax incurred was recognized as part of the cost basis of the treasury stock acquired and not reported as income tax expense.
The following table represents share repurchase activities as part of our share repurchase program:
| Period | Number of Shares Repurchased | Total Payments (in millions) | Average Price Paid Per Share | ||||||||||||||
| 2024 (January 1- March 31) | $ | $ | |||||||||||||||
| 2024 (April 1- June 30) | |||||||||||||||||
| 2024 (July 1- September 30) | |||||||||||||||||
| 2024 (October 1- December 31) | |||||||||||||||||
| Total 2024 | $ | $ | |||||||||||||||
| 2025 (January 1- March 31) | |||||||||||||||||
| 2025 (April 1- June 30) | |||||||||||||||||
| 2025 (July 1- July 25) | |||||||||||||||||
| Total 2025 | $ | $ | |||||||||||||||
The following table presents changes in the number of shares of common stock outstanding:
| Common Stock Issued | Treasury Stock | Total Common Stock Outstanding | |||||||||||||||
| Shares at December 31, 2024 | ( | ||||||||||||||||
| Share-based compensation programs | (1) | ||||||||||||||||
| Shares repurchased under repurchase program | ( | ( | |||||||||||||||
| Shares at June 30, 2025 | ( | ||||||||||||||||
(1) Represents net shares issued from treasury stock pursuant to the Company’s share-based compensation programs.
Dividends to Shareholders
Any declaration of cash dividends on common stock will be at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, preferred stock, contractual restrictions with respect to paying cash dividends, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our stock or as to the amount of any such cash dividend.
81
Item 1 | Notes to Condensed Consolidated Financial Statements (Unaudited) | 19. Equity
The following table presents declaration date, record date, payment date and dividends paid per share of JFI’s common stock:
| Declaration Date | Record Date | Payment Date | Dividends Paid Per Share | ||||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||
| 03/31/2025 | February 17, 2025 | March 11, 2025 | March 20, 2025 | $ | |||||||||||||||||||
| 06/30/2025 | May 2, 2025 | June 12, 2025 | June 26, 2025 | $ | |||||||||||||||||||
| Quarter Ended | |||||||||||||||||||||||
| 03/31/2024 | February 20, 2024 | March 12, 2024 | March 21, 2024 | $ | |||||||||||||||||||
| 06/30/2024 | May 2, 2024 | June 6, 2024 | June 20, 2024 | $ | |||||||||||||||||||
20. Earnings Per Share
Basic earnings per share is calculated by dividing net income (loss) attributable to Jackson Financial common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the net income (loss) attributable to Jackson Financial common shareholders, by the weighted-average number of shares of common stock outstanding for the period, plus shares representing the dilutive effect of share-based awards. The Company grants share-based awards subject to vesting provisions of the 2021 Omnibus Incentive Plan, which can have a dilutive effect. See Note 18 - Share-Based Compensation of the Notes to Consolidated Financial Statements in the Company’s 2024 Annual Report for further description of our share-based awards.
The following table sets forth the calculation of earnings per common share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions, except share and per share data) | |||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Less: Preferred stock dividends | |||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares of common stock outstanding - basic | |||||||||||||||||||||||
| Dilutive common shares | |||||||||||||||||||||||
| Weighted average shares of common stock outstanding - diluted | |||||||||||||||||||||||
| Earnings per share—common stock | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
21. Subsequent Events
The Company has evaluated subsequent events through the date these Condensed Consolidated Financial Statements were issued.
Dividends Declared to Shareholders
On August 1, 2025, our Board of Directors approved a cash dividend on JFI's common stock of $0.80 per share for the third quarter 2025, payable on September 25, 2025, to common shareholders of record on September 15, 2025. The Company also announced the declaration of a cash dividend of $0.50 per depositary share, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A. The dividend will be payable on September 30, 2025, to depositary shareholders of record at the close of business on September 15, 2025.
82
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE
The information in this Quarterly Report on Form 10-Q (this “report”) contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident,” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 26, 2025, (the "2024 Annual Report"), and elsewhere in Jackson Financial Inc.’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.
Certain financial data included in this release consists of non-GAAP (Generally Accepted Accounting Principles) financial measures. These non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with U.S. GAAP. Although the Company believes these non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this release. A reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure can be found in the “Non-GAAP Financial Measures” in this report.
Certain financial data included in this release consists of statutory accounting principles (“statutory”) financial measures. These statutory financial measures are included in or derived from the Jackson National Life Insurance Company annual and/or quarterly statements filed with the Michigan Department of Insurance and Financial Services and available in the investor relations section of the Company’s website at investors.jackson.com/financials/statutory-filings.
We routinely use our investor relations website, at investors.jackson.com, as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives' social media channels, is not incorporated by reference into and is not part of this report.
83
Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions
Available Information
We make available free of charge, through our website, investors.jackson.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the SEC. The SEC’s website, www.sec.gov, contains financial reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
We use the investor relations page of our website, investors.jackson.com, as a primary channel for dissemination of important information, including news releases, analyst presentations, financial information, insider beneficial owner reports, and corporate governance information. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. None of the content of Jackson’s website, jackson.com, the content of our social media channels or the content of our executives’ social media channels is incorporated by reference into this report or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only.
Principal Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report
| we, us, our and the Company | Jackson Financial Inc. and its consolidated subsidiaries, unless the context refers only to Jackson Financial Inc. as a corporate entity (which we refer to as "JFI" or "Jackson Financial") | ||||
| Jackson | Jackson National Life Insurance Company, our primary operating subsidiary | ||||
| Brooke Life | Brooke Life Insurance Company, our subsidiary and the direct parent company of Jackson and Brooke Re | ||||
| Brooke Re | Brooke Life Reinsurance Company, a direct subsidiary of Brooke Life, and a Michigan-based captive reinsurer | ||||
| Jackson Finance | Jackson Finance, LLC, our subsidiary | ||||
| PPMH | PPM Holdings, Inc., our subsidiary | ||||
| PPM | PPM America, Inc., a subsidiary of PPMH | ||||
| ACL | Allowance for credit loss | ||||
| Account value ("AV") or account balance | The amount of money in a customer’s account. For example, the account value increases with additional premiums and investment gains, and it decreases with withdrawals, investment losses and fees. | ||||
| Athene | Athene Life Re Ltd. and its affiliates, including Athene Co-Invest Reinsurance Affiliate 1A Ltd. | ||||
| Athene Reinsurance Transaction | The funds withheld coinsurance agreement with Athene, entered on June 18, 2020, and effective June 1, 2020, to reinsure a 100% quota share of a block of our in-force fixed and fixed index annuity liabilities in exchange for approximately $1.2 billion in ceding commissions | ||||
| AUM ("Assets under management") | Investment assets that are managed by our subsidiaries and includes: (i) assets managed by PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions), (ii) third-party assets (including those owned by our former parent and its affiliates), and (iii) the separate account assets of our retail annuities managed and administered by JNAM | ||||
| Benefit base | A notional amount (not actual cash value) used to calculate guaranteed benefits within an owner's annuity contract and fees due in respect of those guaranteed benefits. The death benefit and living benefit within the same contract may have different benefit bases. | ||||
| CMBS | Commercial mortgage-backed securities | ||||
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Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions
| DAC ("Deferred acquisition costs") | Represent the incremental costs related directly to the successful acquisition of new, and certain renewal, insurance policies and annuity contracts. The recognition of these costs has been deferred, and the deferred amounts are shown on the balance sheet as an asset, which is amortized over the estimated lives of those policies and contracts. | ||||
| Deferred tax asset or Deferred tax liability | Asset or liability that is recorded for the difference between financial reporting, or book basis, and tax basis of an asset or a liability | ||||
| Fixed Annuity | An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums. Credited interest rates are guaranteed not to change for certain limited periods of time, after which rates may reset. | ||||
| Fixed Index Annuity | An annuity with an ability to share in the upside from certain financial markets, such as equity indices, and provides downside protection | ||||
| General account assets | The assets held in the general accounts of our insurance companies | ||||
| GIC | Guaranteed investment contract | ||||
| Guarantee Fees | Fees charged on our annuity contracts for optional benefit guarantees | ||||
| GMAB ("Guaranteed minimum accumulation benefit") | An add-on benefit (enhanced benefits available for an additional cost) that entitles an owner to a minimum payment, typically in a lump-sum, after a set period of time, referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying account value. | ||||
| GMDB ("Guaranteed minimum death benefit") | An add-on benefit (enhanced benefits available for an additional cost) that guarantees an owner’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying account value, upon the death of the owner | ||||
| GMIB ("Guaranteed minimum income benefit") | An add-on benefit (available for an additional cost) where an owner is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the payment stream resulting from current annuitization of the underlying account value | ||||
| GMWB ("Guaranteed minimum withdrawal benefit") | An add-on benefit (available for an additional cost) where an owner is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the owner could be greater than the underlying account value | ||||
| GMWB for Life ("Guaranteed minimum withdrawal benefit for life") | An add-on benefit (available for an additional cost) where an owner is entitled to withdraw the guaranteed annual withdrawal amount each year for the duration of the policyholder’s life, regardless of account performance. | ||||
| NAIC | National Association of Insurance Commissioners | ||||
| NAV | Net asset value | ||||
| Net flows | Net flows represent the net change in customer account balances during a period, after reflecting gross premium inflows and surrender, withdrawal and benefit payment outflows. Net flows do not include investment performance, interest credited to customer accounts and policy charges. | ||||
| RBC ("Risk-based capital") | Statutory minimum level of capital that is required by regulators for an insurer to support its operations | ||||
| RBC ratio | The ratio of statutory total adjusted capital to company action level required capital. A formal calculation is made annually during the fourth quarter of each year. In other periods, the ratio is estimated. | ||||
| RILA | A registered index-linked annuity, which offers market index-linked investment options, subject to a cap, and a variety of guarantees designed to modify or limit losses | ||||
| RMBS | Residential mortgage-backed securities | ||||
| Variable annuity | An annuity that offers tax-deferred investment into a range of asset classes and a variable return, which offers insurance features related to potential future income payments | ||||
| VIE | Variable interest entity | ||||
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Item 2 | Management’s Discussion and Analysis | Overview & Executive Summary
Overview of Management's Discussion and Analysis of Financial Condition and Results of Operations
Jackson Financial Inc. (“Jackson Financial” or “JFI”) along with its subsidiaries (collectively, the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company domiciled in the state of Delaware, United States (“U.S.”). Jackson Financial’s principal operating subsidiary, Jackson National Life Insurance Company ("Jackson"), is licensed to sell group and individual annuity products (including immediate, registered index-linked, deferred fixed, fixed index, fixed and variable annuities), and various protection products including, whole life, universal life, variable universal life and term life insurance products in all 50 states and the District of Columbia.
We help Americans secure their financial futures. We believe that we are uniquely positioned in our markets because of our differentiated products, well-known brand and disciplined risk management. Our market position is supported by our efficient and scalable operating platform and industry-leading distribution network. We believe these core strengths will enable us to grow profitably as an aging U.S. population transitions into retirement.
Executive Summary
This Management’s Discussion and Analysis of Financial Condition and Results of Operation highlights selected information and may not contain all the information that is important to current or potential investors in our securities. You should read this report, including the Condensed Consolidated Financial Statements (Unaudited) and related notes contained in Part I, Item 1 of this report, and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025, (the "2024 Annual Report"), in their entirety for a more detailed description of events, trends, uncertainties, risks and critical accounting estimates affecting us.
We earn revenues predominantly from fee income, spread income resulting from what we earn on investments versus the interest we credit to contract holders, and margins on other insurance products. Our profitability is dependent on our ability to properly price and manage risk on insurance and annuity products, manage our portfolio of investments effectively, and control costs through expense discipline.
Due to funds withheld reinsurance arrangements, including the Athene Reinsurance Transaction, we hold significant assets whose investment performance accrues to the benefit of the related reinsurer.
We experience net income volatility because we do not directly use hedging to offset the movement in our U.S. generally accepted accounting principles ("U.S. GAAP") market risk benefit liabilities as market conditions change from period to period. Our core dynamic hedging program seeks to offset changes in the economic liability associated with variable annuity guaranteed benefits due to equity market and interest rate movements, while our macro hedging program seeks to provide additional liquidity and statutory capital protection as needed. As a result, the changes in the fair value of the derivatives used as part of our overall hedging program are not expected to match the movements in the market risk benefit liabilities resulting in volatility from changes in fair value recorded to net income. Accordingly, we evaluate and manage the performance of our business using Adjusted Operating Earnings, a non-GAAP financial measure, that reduces the impact of market volatility by excluding changes in fair value of freestanding and embedded derivative instruments, market risk benefits and other items. See “Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliations to the most comparable U.S. GAAP measures.
We manage our business through three reportable segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report in Corporate and Other activities and items that are not included in those three segments, including the results of PPM Holdings, Inc., the parent holding company of PPM America Inc. ("PPM") that manages the majority of our general account investment portfolio. See Note 3 - Segment Information of the Notes to Condensed Consolidated Financial Statements for further information on our segments.
An understanding of several key operating measures, including sales, account value, net flows, benefit base and assets under management ("AUM"), is helpful in evaluating our results. See “Key Operating Measures” below. Finally, we are affected by various economic, industry and regulatory trends, which are described below under “Macroeconomic, Industry and Regulatory Trends.”
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Item 2 | Management’s Discussion and Analysis | Executive Summary
The table below presents selected financial and operating measures:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | (in millions) | |||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | 168 | $ | 264 | $ | 133 | $ | 1,048 | ||||||||||||||||||
Adjusted Operating Earnings (1) | 350 | 410 | 726 | 744 | ||||||||||||||||||||||
| Amount of shares repurchased under share repurchase program | 158 | 90 | 330 | 206 | ||||||||||||||||||||||
| Dividends on common shares | 58 | 54 | 117 | 110 | ||||||||||||||||||||||
| Jackson Financial, Inc. Net cash provided by operating activities (Parent Company Only) | (24) | (10) | 5 | 21 | ||||||||||||||||||||||
Free cash flow (1) | 290 | 229 | 503 | 249 | ||||||||||||||||||||||
| Return on Equity ("ROE") Attributable to Common Shareholders | 6.9 | % | 11.0 | % | 2.8 | % | 21.8 | % | ||||||||||||||||||
Adjusted Operating ROE Attributable to Common Shareholders on average equity (1) | 12.7 | % | 14.3 | % | 13.1 | % | 13.2 | % | ||||||||||||||||||
(1) Non-GAAP financial measure. See "Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliations to the most comparable U.S. GAAP measures. | ||||||||||||||||||||||||||
Recent Events of Note
•Capital Returned to Common Shareholders: Since January 1, 2025 through June 30, 2025, we have returned $447 million to our common shareholders consisting of $117 million in dividends and $330 million in common share repurchases. Our capital return target for common shareholders for 2025 is $700-$800 million. Share repurchases, net of issuances for our share-based compensation, have reduced our outstanding shares of common stock from 73,380,643 at December 31, 2024 to 69,958,388 at June 30, 2025. See Note 19 of the Notes to Condensed Consolidated Financial Statements for further information on our share repurchases.
•Free Capital Generation and Free Cash Flow:
◦Our free capital generation during the six months ended June 30, 2025 exceeded $650 million. Free capital generation represents Jackson’s aggregate statutory basis after-tax income from operations, realized gains (losses), unrealized gains (losses), and other surplus adjustments, adjusted for the change in estimated Company Action Level required capital ("CAL") for Jackson calibrated to a 425% risk-based capital ("RBC") ratio. We expect free capital generation in 2025 to exceed $1 billion, under normal market conditions. As explained below under “Liquidity and Capital Resources – Distributions and Dividends,” the payment of dividends or distributions from our capital generation is limited by applicable laws and regulations.
◦The free cash flow at Jackson Financial (parent company only) was $290 million and $503 million during the three and six months ended June 30, 2025, respectively, compared to $229 million and $249 million during the three and six months ended June 30, 2024, respectively. Free cash flow is a non-GAAP financial measure calculated as the difference between cash received by Jackson Financial from its subsidiaries less holding company expenses and other, net. See “Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliation to the most comparable U.S. GAAP measure.
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Item 2 | Management’s Discussion and Analysis | Executive Summary
•Brooke Life Reinsurance Company (“Brooke Re”): During the first quarter of 2024, Jackson entered into a 100% coinsurance with funds withheld reinsurance transaction with Brooke Re with all economics of the transaction effective as of January 1, 2024. Jackson and Brooke Re are both direct subsidiaries of Brooke Life Insurance Company ("Brooke Life"). The transaction primarily provides for the cession from Jackson to Brooke Re of liabilities associated with certain guaranteed benefit riders under variable annuity contracts and similar products of Jackson (“market risk benefits”), both in-force on the transaction effective date and written in the future (i.e., on a “flow” basis) as well as related future fees, claims and other benefits, and maintenance expenses in exchange for a ceding commission for the in-force business. Jackson retains the variable annuity base contract, the annuity contract administration of the ceded business, and responsibility for investment management of the assets in the funds withheld account supporting the ceded liabilities. Brooke Re recorded a ceding commission of approximately $1.2 billion to Jackson in connection with the execution of the reinsurance transaction. The reinsurance transaction eliminates upon consolidation at JFI. Holding company liquidity at JFI was not impacted by the transaction.
Brooke Re is a Michigan captive insurer regulated by the Michigan Department of Insurance and Financial Services and created in the first quarter of 2024 for the express purpose of serving as the counterparty to the reinsurance transaction with Jackson described above. Brooke Re was capitalized with assets contributed from Brooke Life of approximately $1.9 billion originating from Jackson as a return of capital to Brooke Life. Brooke Re utilizes a modified U.S. GAAP approach for regulatory reporting purposes primarily related to market risk benefits, with the intent to increase alignment between assets and liabilities in response to changes in economic factors. The modifications include a fixed, long-term volatility assumption and adjustments to discount rates, guarantee fees and administrative expenses.
The transaction and related modified U.S. GAAP approach enable us to largely moderate the impact of the cash surrender value floor on Jackson’s total adjusted capital, statutory required capital, and RBC ratio and enable more efficient economic hedging of the underlying risks of Jackson’s business. This outcome serves the interests of policyholders by protecting statutory capital through diminished non-economic hedging and related costs. Overall, this transaction allows us to optimize our hedging, stabilize capital generation, and produce more predictable financial results going forward.
Key Operating Measures
We use a number of operating measures, discussed below, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Sales
Sales of annuities and institutional products include all money deposited by customers into new and existing contracts. We believe sales statistics are useful to gaining an understanding of, among other things, the attractiveness of our products, how we can best meet our customers’ needs, evolving industry product trends and the performance of our business from period to period.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Sales | ||||||||||||||||||||||||||
Variable annuities (1) | $ | 2,525 | $ | 2,720 | $ | 5,187 | $ | 5,156 | ||||||||||||||||||
| RILA | 1,385 | 1,424 | 2,580 | 2,579 | ||||||||||||||||||||||
| Fixed Index Annuities | 39 | 39 | 74 | 79 | ||||||||||||||||||||||
| Fixed Annuities | 431 | 46 | 570 | 106 | ||||||||||||||||||||||
| Total Retail Annuity Sales | 4,380 | 4,229 | 8,411 | 7,920 | ||||||||||||||||||||||
| Total Institutional Product Sales | 930 | 612 | 2,529 | 712 | ||||||||||||||||||||||
| Total Sales | $ | 5,310 | $ | 4,841 | $ | 10,940 | $ | 8,632 | ||||||||||||||||||
(1) Excludes certain internal exchanges.
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Higher retail annuity sales for the three and six months ended June 30, 2025, were primarily due to increased fixed annuity sales. Sales of our fixed annuities have increased as PPM America has added capabilities to source higher yielding assets supporting our spread based products. In addition, sales of our institutional products were higher for the three and six months ended June 30, 2025, reflecting our opportunistic approach to this business, which depends on both the risk-adjusted return on investment opportunities available and the prevailing cost of funding required by purchasers.
Account Value
Account value ("AV") generally refers to the account value of our variable annuities, RILA, fixed index annuities, fixed annuities, interest sensitive life, and institutional products. It reflects the total amount of customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of equity market movements, as applicable, less withdrawals and various fees. We believe account value is a useful metric in providing an understanding of, among other things, the sources of potential fee and spread income generation, potential benefit obligations and risk management priorities.
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in millions) | |||||||||||
| Account Value | |||||||||||
| GMWB For Life | $ | 172,771 | $ | 171,745 | |||||||
| GMWB | 6,128 | 6,165 | |||||||||
| GMIB | 1,177 | 1,218 | |||||||||
| GMAB | 224 | 35 | |||||||||
| No Living Benefits | 58,397 | 56,894 | |||||||||
| Total Variable Annuity Account Value | 238,697 | 236,057 | |||||||||
| RILA | 14,746 | 11,685 | |||||||||
Fixed Index Annuity (1) | 888 | 816 | |||||||||
Fixed Annuity (1) | 3,020 | 2,515 | |||||||||
Total Fixed & Fixed Index Annuity Account Value (1) | 3,908 | 3,331 | |||||||||
Payout Annuity(1) | 601 | 592 | |||||||||
Total Retail Annuities Account Value (1) | $ | 257,952 | $ | 251,665 | |||||||
| Total Institutional Products Account Value | $ | 10,354 | $ | 8,384 | |||||||
Total Closed Life and Annuity Blocks Account Value (1) | $ | 7,524 | $ | 7,692 | |||||||
(1) Net of reinsurance. | |||||||||||
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Net Flows
Net flows represent the net change in customer account balances during a period, reflecting gross premiums received and surrenders, withdrawals and benefits payments. Net flows exclude investment performance, interest credited to customer accounts, transfers between fixed and variable benefits for variable annuities, and policy charges. We believe net flows is a useful metric in providing an understanding of, among other things, sales, ongoing premiums and deposits, the changes in account value from period to period, sources of potential fee and spread income, and policyholder behavior.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Net Flows: | ||||||||||||||||||||||||||
| Variable Annuity | $ | (3,887) | $ | (4,376) | $ | (8,669) | $ | (8,315) | ||||||||||||||||||
| RILA | 1,314 | 1,388 | 2,444 | 2,507 | ||||||||||||||||||||||
Fixed Index Annuity (1) | 29 | 28 | 54 | 59 | ||||||||||||||||||||||
Fixed Annuity (1) | 386 | 6 | 494 | 15 | ||||||||||||||||||||||
Payout Annuity (1) | 5 | (9) | — | (28) | ||||||||||||||||||||||
Total Retail Annuities Net Flows (1) | (2,153) | (2,963) | (5,677) | (5,762) | ||||||||||||||||||||||
| Net flows ceded | (724) | (941) | (1,532) | (1,807) | ||||||||||||||||||||||
| Total Retail Annuities Net Flows, gross of reinsurance | (2,877) | (3,904) | (7,209) | (7,569) | ||||||||||||||||||||||
| Total Institutional Products Net Flows | 437 | (619) | 1,173 | (1,215) | ||||||||||||||||||||||
Total Closed Life and Annuity Blocks Net Flows (1) | (71) | (89) | (140) | (179) | ||||||||||||||||||||||
| Total Net Flows | $ | (2,511) | $ | (4,612) | $ | (6,176) | $ | (8,963) | ||||||||||||||||||
(1) Net of reinsurance. | ||||||||||||||||||||||||||
Net flows, net of reinsurance, improved for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, driven by increased institutional and fixed annuity sales, partially offset by lower variable annuity sales. Elevated variable annuity surrenders and withdrawals were driven by some mature policies from higher sales years coming out of their surrender charge period, along with higher surrenders as guaranteed benefits are less in the money during times of strong equity market performance. The more recent environment of higher interest rates and attractive annuity alternatives, such as RILA, combined with Jackson’s seasoned “out-of-the-money” book heightens exchange activity for us and the industry.
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Benefit Base
Benefit base refers to a notional amount that represents the value of a customer’s guaranteed benefit and, therefore, may be a different value from the invested assets in a customer’s account value. The benefit base may be used to calculate the fees for a customer’s guaranteed benefits within an annuity contract. The guaranteed death benefit and guaranteed living benefit within the same contract may not have the same benefit base. We believe benefit base is a useful metric for our variable annuity policies in providing an understanding of, among other things, fee income generation, potential optional guarantee benefit obligations and risk management priorities. The following table shows variable annuity account value and benefit base as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Account Value | Benefit Base | Account Value | Benefit Base | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| No Living Benefits | $ | 58,397 | N/A | $ | 56,894 | N/A | |||||||||||||||||||||||
| By Guaranteed Living Benefit: | |||||||||||||||||||||||||||||
| GMWB for Life | 172,771 | 178,527 | 171,745 | 181,379 | |||||||||||||||||||||||||
| GMWB | 6,128 | 4,908 | 6,165 | 5,076 | |||||||||||||||||||||||||
GMIB (1) | 1,177 | 1,478 | 1,218 | 1,561 | |||||||||||||||||||||||||
| GMAB | 224 | 215 | 35 | 35 | |||||||||||||||||||||||||
| Total | $ | 238,697 | $ | 185,128 | $ | 236,057 | $ | 188,051 | |||||||||||||||||||||
| By Guaranteed Death Benefit: | |||||||||||||||||||||||||||||
| Return of AV (No GMDB) | $ | 30,668 | N/A | $ | 29,519 | N/A | |||||||||||||||||||||||
| Return of Premium | 182,759 | 130,427 | 181,132 | 132,612 | |||||||||||||||||||||||||
| Highest Anniversary Value ("HAV") | 13,131 | 12,369 | 13,233 | 12,857 | |||||||||||||||||||||||||
| Rollup | 3,168 | 3,951 | 3,234 | 4,108 | |||||||||||||||||||||||||
| Combination HAV/Rollup | 8,971 | 9,431 | 8,939 | 9,682 | |||||||||||||||||||||||||
| Total | $ | 238,697 | $ | 156,178 | $ | 236,057 | $ | 159,259 | |||||||||||||||||||||
(1) Substantially all of our GMIB benefits are reinsured. | |||||||||||||||||||||||||||||
Assets Under Management
AUM, or assets under management, includes: (i) investment assets managed by one of our subsidiaries, PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions) and third-party assets (including our former parent and its affiliates) and (ii) the separate account investment assets of our Retail Annuities segment managed and administered by another subsidiary, JNAM. Total AUM reflects exclusions between segments to avoid double counting. We believe AUM is a useful metric for understanding, among other things, the sources of our earnings, net investment income and performance of our invested assets, customer directed investments and risk management priorities.
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Jackson Invested Assets | $ | 51,302 | $ | 46,143 | |||||||
| Third Party Invested Assets (including CLOs) | 32,204 | 28,278 | |||||||||
| Total PPM AUM | 83,506 | 74,421 | |||||||||
| Total JNAM AUM | 253,219 | 250,297 | |||||||||
| Total AUM | $ | 336,725 | $ | 324,718 | |||||||
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Macroeconomic, Industry and Regulatory Trends
We discuss a number of trends and uncertainties below that we believe could materially affect our future business performance, including our results of operations, investments, cash flows, and capital and liquidity position.
Macroeconomic and Financial Market Conditions
Our business and results of operations are affected by macroeconomic factors. The level of interest rates and shape of the yield curve, credit and equity market performance and equity volatility, regulation, tax policy, the level of U.S. employment, inflation and the overall U.S. economic growth rate can affect both our short- and long-term profitability. Monetary and fiscal policy in the U.S., or similar actions in foreign nations, could result in increased volatility in financial markets, including interest rates, currencies and equity markets, and could impact our business in both the short- and medium-term. Government actions, including tariffs, sanctions or other barriers to international trade, restructuring of government services, responses to future pandemics, civil unrest, and geographic conflicts, and the effects that these or other government events could have on levels of U.S. economic activity, could also impact our business through any of their individual impacts on consumers’ behavior, economic activity or on financial markets.
In the short- to medium-term, increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. Our financial performance can be adversely affected by market volatility and equity market declines if fees assessed on the account value of our annuities fluctuate, hedging costs increase, or revenues decline due to reduced sales and increased outflows.
Equity Market Environment
Our financial performance is impacted by equity market performance. On our variable annuities, the fees we earn that are not associated with guaranteed benefits are mainly based on the account value, which changes with equity market levels. In addition, our hedges could be less effective in periods of large directional movements, or we could experience more frequent or more costly rebalancing in periods of high volatility, which would lead to adverse performance versus our hedge targets and increased hedging costs. Further, we also are exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance strongly correlates to the performance of the funds into which customers allocate their assets. We make available to customers funds where we believe we can transact in sufficiently correlated hedge assets, yet we anticipate some variance in the performance of our hedge assets and customer funds. This variance may result in our hedge assets outperforming or underperforming the customer assets they are intended to match. This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets, and an adverse effect on our U.S. GAAP results.
With the execution of the Brooke Re transaction in the first quarter of 2024, we are now able to largely moderate the impact of the cash surrender value floor going forward. In the past, our statutory total adjusted capital ("TAC") has been negatively impacted by rising equity markets due to minimum required reserving levels (i.e., the cash surrender value floor) when reserve releases are limited and unable to offset equity hedging losses. The risk-based capital, or RBC, ratio increased or decreased depending on the interaction between movements in TAC and movements in statutory required capital (the company action level, or "CAL”).
Higher equity markets also increase account values on our RILA and fixed index annuities. This increases the amount of regulatory reserves that our insurance subsidiaries are required to hold, decreasing regulatory surplus, which could adversely affect our insurance subsidiaries' ability to pay dividends.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Interest Rate Environment
Our business and financial performance are affected by periods of rising or falling interest rates and periods of interest rate volatility.
•Our hedges could be less effective in periods of large directional interest rate movements, or we could experience more frequent or more costly rebalancing in periods of high interest rate volatility, which would lead to adverse performance versus our hedge targets and increased hedging costs.
•Pricing actions we take in response to decreasing interest rates may reduce the attractiveness of crediting rates, guaranteed benefits, and other product features. This in turn may lead to reduced sales volumes.
•Low interest rate environments could also subject us to increased hedging costs or an increase in the amount of regulatory reserves that our insurance subsidiaries are required to hold for optional guaranteed benefits, decreasing regulatory surplus, which would adversely affect our insurance subsidiaries' ability to pay dividends. In addition, low interest rates could also increase the perceived value of optional guaranteed benefit features to our customers, which in turn could lead to a higher utilization of withdrawal or annuitization features of annuity policies and higher persistency of those products over time.
•Some of our annuities have guaranteed minimum interest crediting rates (“GMICRs”) that limit our ability to reduce crediting rates. If earnings on our investment portfolio decline, those GMICRs may result in net investment spread compression that negatively impacts earnings. Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum GMICR. In a rising interest rate environment, these GMICRs can increase over time. Conversely, in a falling interest rate environment, the interest crediting rate will eventually decrease; however, there may be a lag between interest rate movements and the GMICR reset, temporarily limiting our ability to lower crediting rates. When policies have comparatively high GMICRs, in a subsequent low interest rate environment more customers are expected to hold on to their policies, which may result in lower lapses than previously expected.
•Periods of rising interest rates impact investment-related activity, including investment income returns, net investment spread results, new money rates, mortgage loan prepayments, and bond redemptions. Rising interest rates also impact the hedging results of our variable annuity business as the market values of interest rate hedges decline, thereby driving hedging losses. We would expect lower hedging costs and reduced levels of hedging going forward after such an increase in rates. Further, we expect near-term hedging losses from rising rates may be more than offset by changes in the fair value of the related guaranteed benefit liabilities, which are reduced with an increase in interest rates.
•Interest rate increases also expose us to disintermediation risk, where higher rates make currently sold fixed annuity products more attractive while simultaneously reducing the market value of assets backing our liabilities. This creates an incentive for our customers to lapse their products in an environment where selling assets causes us to realize losses.
•Additionally, rising interest rates decrease the value of bond funds held by variable annuity clients. This in turn decreases the volume of fees we collect based on the account value and increases the value of any guaranteed benefits.
•Increasing interest rates also increase the cash surrender values of some of our RILA. This increases the amount of regulatory reserves that our insurance subsidiaries are required to hold, decreasing regulatory surplus, which could adversely affect our insurance subsidiaries' ability to pay dividends.
•With the execution of the Brooke Re transaction in the first quarter of 2024, we are now able to largely moderate the impact of the cash surrender value floor going forward. In the past, our statutory TAC may have been negatively impacted by rising interest rates due to minimum required reserving levels (i.e., the cash surrender value floor) when reserve releases are limited and unable to offset interest rate hedging losses. The RBC ratio increased or decreased depending on the interaction between movements in TAC and movements in CAL.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Credit Market Environment
Conditions in fixed income markets impact our financial performance. As credit spreads widen, the fair value of our existing investment portfolio generally decreases, although we generally expect the widening spreads to increase the yield on new fixed income investments. Conversely, as credit spreads tighten, the fair value of our existing investment portfolio generally increases, and the yield available on new investment purchases decreases. While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our accumulated other comprehensive income, or AOCI. The revaluation will impact net income in the case of realized gains or losses from the sale of securities, changes in fair value of trading securities or securities carried at fair value under the fair value election, or potential changes in the allowance for credit loss ("ACL"). In addition, if credit conditions deteriorate due to a recession or other negative credit events in capital markets, we could experience an increase in defaults and other-than-temporary-impairments (“OTTI”).
OTTI in our underlying investments would reduce our insurance company subsidiaries' regulatory capital. Also, shifts in the credit quality or credit rating downgrades of our investments as a result of stressed credit conditions may impact the level of regulatory required capital for our insurance company subsidiaries. As such, significant credit rating downgrades along with elevated defaults and OTTI losses would negatively impact our RBC ratio, which could impact available dividends from our insurance subsidiaries.
Additionally, widening credit spreads decrease the value of bond funds held by variable annuity clients. This in turn decreases the volume of fees we collect based on the account value and increases the value of any guaranteed benefits.
Consumer Behavior
We believe that many retirees look to tax-efficient savings products as a tool for addressing their unmet need for retirement planning. We believe our products are well-positioned to meet this increasing consumer demand. However, consumer behavior may be impacted by increased economic uncertainty, unemployment rates, declining equity markets, significant changes in interest rates and increased volatility of financial markets. In recent years, we have introduced new products to better address changes in consumer demand and targeted distribution channels that meet changes in consumer preferences.
Demographics
We expect demographic trends in the U.S. population, in particular the increase in the number of retirement age individuals, to generate significant demand for our products. In addition, the potential risk to government social safety net programs and shifting of responsibility for retirement planning and financial security from employers and other institutions to employees, highlight the need for individuals to plan for their long-term financial security and will create additional opportunities to generate sustained demand for our products. We believe we are well-positioned to capture the increased demand generated by these demographic trends.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Regulatory Policy
We operate in a highly regulated industry. Our insurance company subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. New federal and state regulations could impact our business model, as described below and in Part I. Business - Regulation in our 2024 Annual Report. Our ability to respond to changes in regulation and other legislative activity is critical to our long-term financial performance. The following regulations could materially impact our business:
Department of Labor Fiduciary Advice Rule
In April 2024, the Department of Labor (the "DOL") revised the definition of “fiduciary” and related Prohibited Transaction Exemptions ("PTE") (the “2024 Fiduciary Advice Rule”), redefining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") plans and individual retirement accounts ("IRAs"). See Part I, Business – Regulation – “Federal Initiatives Impacting Insurance Companies – Department of Labor’s Fiduciary Advice Rule” in our 2024 Annual Report for more information regarding the 2024 Fiduciary Advice Rule.” The 2024 Fiduciary Advice Rule is currently being challenged in two separate litigation matters and the DOL has been stayed from enforcing the rule.
Depending on the outcome of the litigation, we may need to take certain additional actions to comply with, or assist our distributors in their compliance with, the 2024 Fiduciary Advice Rule. The 2024 Fiduciary Advice Rule may also lead to changes to our compensation practices and product offerings and increase litigation risk, which could adversely affect our results of operations and financial condition. Nonetheless, because the distribution of annuities is primarily through intermediaries, most of which have implemented systems and processes to align to existing state and federal fiduciary and/or best interest standards, we believe that we will have more limited exposure to the 2024 Fiduciary Advice Rule. While the rule may not have a material impact on our business, it may impede certain investors’ access to financial advice or annuities that provide guaranteed income streams.
We continue to analyze the impact of the adopted Fiduciary Advice Rule and, while we cannot predict the final rule’s impact, it could have an adverse effect on sales of annuities through our distribution partners and result in increased compliance costs to Jackson.
Legislative Reforms
In recent years, Congress approved legislation beneficial to our business model. The Setting Every Community Up for Retirement Enhancement Act of 2019 (the "SECURE Act"), approved by Congress on December 20, 2019, provides individuals with greater access to retirement products. Namely, it made it easier for 401(k) programs to offer annuities as an investment option by, among other things, creating a statutory safe harbor in ERISA for a retirement plan’s selection of an annuity provider. On December 29, 2022, Congress signed into law the SECURE 2.0 Act of 2022 (“SECURE 2.0”). SECURE 2.0 expands automatic enrollment programs, increases the age for required minimum distributions, and eliminates age requirements for traditional IRA contributions. These changes are intended to expand and increase Americans’ retirement savings.
Tax Laws
Our annuities offer investors the opportunity to benefit from tax deferrals. If U.S. tax laws change such that our annuities no longer offer tax-deferred advantages, demand for our products could materially decrease.
Changes to individual income tax rates and other elements of tax policy can make the tax deferral aspects of our products more or less attractive to consumers, affecting demand for our products.
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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
Non-GAAP Financial Measures
In addition to presenting our results of operations and financial condition in accordance with U.S. GAAP, we use and report selected non-GAAP financial measures. Management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP financial measures, provides a better understanding of our results of operations, financial condition and the underlying performance drivers of our business. These non-GAAP financial measures should be considered supplementary to our results of operations and financial condition that are presented in accordance with U.S. GAAP. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies. These non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with U.S. GAAP.
Adjusted Operating Earnings
Adjusted Operating Earnings is an after-tax non-GAAP financial measure, which we believe should be used to evaluate our financial performance on a consolidated basis by excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as well as certain other revenues and expenses that we do not view as driving our underlying performance. Adjusted Operating Earnings should not be used as a substitute for net income as calculated in accordance with U.S. GAAP. However, we believe the adjustments to net income are useful for gaining an understanding of our overall results of operations.
Adjusted Operating Earnings equals our Net income (loss) attributable to Jackson Financial Inc.'s common shareholders (which excludes income attributable to non-controlling interest and dividends on preferred stock) adjusted to eliminate the impact of the items described in the following numbered paragraphs. These items are excluded as they may vary significantly from period to period due to near-term market conditions or are otherwise not directly comparable or reflective of the underlying performance of our business. We believe these exclusions provide investors a better picture of the drivers of our underlying performance.
1.Net Hedging Results: Comprised of: (i) fees attributed to guaranteed benefits; (ii) net gains (losses) on hedging instruments which includes: (a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other guaranteed benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; and (b) investment income and change in fair value of certain non-derivative assets used to manage the risk associated with market risk benefits and other guaranteed benefit features; and (iii) the movements in reserves, market risk benefits, guaranteed benefit features accounted for as embedded derivative instruments, and related claims and benefit payments (excluding impacts of actuarial assumption updates and model enhancements). We believe excluding these items removes the impact to both revenue and related expenses associated with Net Hedging Results.
2.Amortization of DAC associated with non-operating items at date of transition to LDTI: Amortization of the balance of unamortized deferred acquisition costs, at January 1, 2021, the date of transition to current Long Duration Targeted Improvements ("LDTI") accounting guidance, associated with items excluded from pretax adjusted operating earnings prior to transition.
3.Actuarial Assumption Updates and Model Enhancements: The impact on the valuation of MRBs and embedded derivatives arising from our annual actuarial assumption updates and model enhancements review.
4.Net Realized Investment Gains and Losses: Comprised of: (i) realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading portfolio; (ii) impairments of securities, after adjustment for the non-credit component of the impairment charges; and (iii) foreign currency gain or loss on foreign denominated funding agreements and associated cross-currency swaps.
5.Change in Value of Funds Withheld Embedded Derivative and Net investment income on funds withheld assets: Composed of: (i) the change in fair value of funds withheld embedded derivatives; and (ii) net investment income on funds withheld assets related to funds withheld reinsurance transactions.
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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
6.Other items: Comprised of: (i) the impact of investments that are consolidated in our financial statements due to U.S. GAAP accounting requirements, such as our investments in collateralized loan obligations (CLOs), but for which the consolidation effects are not consistent with our economic interest or exposure to those entities; (ii) impacts from derivatives not included in Net Hedging Results or Net Realized Investment Gains or Losses (see 1. and 4. above), excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; and (iii) one-time or other non-recurring items.
Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits. For interim reporting periods, the Company uses an estimated annual effective tax rate (“ETR”) in computing its tax provision including consideration of discrete items.
The following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial common shareholders, the most comparable U.S. GAAP measure.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc common shareholders | $ | 168 | $ | 264 | $ | 133 | $ | 1,048 | ||||||||||||||||||
| Add: dividends on preferred stock | 11 | 11 | 22 | 22 | ||||||||||||||||||||||
| Add: income tax expense (benefit) | 4 | 36 | 5 | 137 | ||||||||||||||||||||||
| Pretax income (loss) attributable to Jackson Financial Inc | 183 | 311 | 160 | 1,207 | ||||||||||||||||||||||
| Non-operating adjustments (income) loss: | ||||||||||||||||||||||||||
| Guaranteed benefits and hedging results: | ||||||||||||||||||||||||||
| Fees attributable to guarantee benefit reserves | (764) | (780) | (1,532) | (1,568) | ||||||||||||||||||||||
| Net gains (losses) on hedging instruments | 1,840 | 1,083 | 829 | 3,659 | ||||||||||||||||||||||
| Market risk benefits (gains) losses, net | (2,203) | (516) | 43 | (3,234) | ||||||||||||||||||||||
| Net reserve and embedded derivative movements | 1,066 | 278 | 733 | 642 | ||||||||||||||||||||||
| Total net hedging results | (61) | 65 | 73 | (501) | ||||||||||||||||||||||
| Amortization of DAC associated with non-operating items at date of transition to LDTI | 127 | 136 | 255 | 275 | ||||||||||||||||||||||
| Net realized investment (gains) losses | (30) | 30 | 36 | 37 | ||||||||||||||||||||||
| Net realized investment (gains) losses on funds withheld assets | 327 | 214 | 715 | 415 | ||||||||||||||||||||||
| Net investment income on funds withheld assets | (227) | (285) | (454) | (555) | ||||||||||||||||||||||
| Other items | 87 | 2 | 63 | (16) | ||||||||||||||||||||||
| Total non-operating adjustments | 223 | 162 | 688 | (345) | ||||||||||||||||||||||
| Pretax adjusted operating earnings | 406 | 473 | 848 | 862 | ||||||||||||||||||||||
| Less: operating income tax expense (benefit) | 45 | 52 | 100 | 96 | ||||||||||||||||||||||
| Adjusted operating earnings before dividends on preferred stock | 361 | 421 | 748 | 766 | ||||||||||||||||||||||
| Less: dividends on preferred stock | 11 | 11 | 22 | 22 | ||||||||||||||||||||||
| Adjusted operating earnings | $ | 350 | $ | 410 | $ | 726 | $ | 744 | ||||||||||||||||||
Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders
We use Adjusted Operating Return on Equity ("ROE") Attributable to Common Shareholders to manage our business and evaluate our financial performance that: (i) excludes items that vary from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as such items may distort the underlying performance of our business; and (ii) is calculated by dividing our Adjusted Operating Earnings by average Adjusted Book Value Attributable to Common Shareholders.
Adjusted Book Value Attributable to Common Shareholders excludes Preferred Stock and AOCI attributable to Jackson Financial, which does not include AOCI arising from investments held within the funds withheld account related to the Athene Reinsurance Transaction.
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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
We exclude AOCI attributable to Jackson Financial from Adjusted Book Value Attributable to Common Shareholders because our invested assets are generally invested to closely match the duration of our liabilities, which are longer duration in nature, and therefore we believe period-to-period fair market value fluctuations in AOCI to be inconsistent with this objective. We believe excluding AOCI attributable to Jackson Financial is more useful to investors in analyzing trends in our business. Changes in AOCI within the funds withheld account related to the Athene Reinsurance Transaction offset the related non-operating earnings from the Athene Reinsurance Transaction resulting in a minimal net impact on Adjusted Book Value of Jackson Financial.
Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders should not be used as substitutes for total shareholders’ equity and ROE as calculated using annualized net income and average equity in accordance with U.S. GAAP. However, we believe the adjustments to equity and earnings are useful to gaining an understanding of our overall results of operations.
The following is a reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity and a comparison of Adjusted Operating ROE Attributable to Common Shareholders to ROE Attributable to Common Shareholders, the most comparable U.S. GAAP measure:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | 168 | $ | 264 | $ | 133 | $ | 1,048 | ||||||||||||||||||
| Adjusted Operating Earnings | 350 | 410 | 726 | 744 | ||||||||||||||||||||||
| Total shareholders' equity | $ | 10,354 | $ | 10,084 | $ | 10,354 | $ | 10,084 | ||||||||||||||||||
| Less: Preferred stock | 533 | 533 | 533 | 533 | ||||||||||||||||||||||
| Total common shareholders' equity | 9,821 | 9,551 | 9,821 | 9,551 | ||||||||||||||||||||||
| Adjustments to total common shareholders’ equity: | ||||||||||||||||||||||||||
Exclude AOCI attributable to Jackson Financial Inc. (1) | 1,233 | 1,914 | 1,233 | 1,914 | ||||||||||||||||||||||
| Adjusted Book Value Attributable to Common Shareholders | $ | 11,054 | $ | 11,465 | $ | 11,054 | $ | 11,465 | ||||||||||||||||||
| ROE Attributable to Common Shareholders | 6.9 | % | 11.0 | % | 2.8 | % | 21.8 | % | ||||||||||||||||||
| Adjusted Operating ROE Attributable to Common Shareholders on average equity | 12.7 | % | 14.3 | % | 13.1 | % | 13.2 | % | ||||||||||||||||||
(1) Excludes $(1,390) million and $(1,712) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 2025 and 2024, respectively, which are not attributable to Jackson Financial Inc. and are therefore not included as an adjustment to total shareholders’ equity in the reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity.
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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
Free Cash Flow
Free cash flow is Jackson Financial Inc. (Parent Company only) net cash provided by (used in) operating activities less preferred stock dividends and capital contributions to PPM or other subsidiaries, plus the return of capital from subsidiaries. Free cash flow should not be used as a substitute for Jackson Financial’s net cash provided by (used in) operating activities in accordance with U.S. GAAP. However, we believe these adjustments are useful to gaining an understanding of our overall available cash flow at Jackson Financial for return of capital to common shareholders and other corporate initiatives.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
Dividends and distributions to parent (1) | $ | 325 | $ | 250 | $ | 565 | $ | 295 | ||||||||||||||||||
| Jackson Financial expenses and other, net | (35) | (21) | (62) | (46) | ||||||||||||||||||||||
| Free Cash Flow | $ | 290 | $ | 229 | $ | 503 | $ | 249 | ||||||||||||||||||
(1) Cash distributed to Jackson Financial includes cash dividends and distributions of $325 million and $520 million and interest payments on surplus notes of nil and $45 million to Jackson Financial from its subsidiaries for the three and six months ended June 30, 2025, respectively, and includes cash dividends and distributions of $250 million and $250 million and interest payments on surplus notes of nil and $45 million to JFI from its subsidiaries for the three and six months ended June 30, 2024, respectively. | ||||||||||||||||||||||||||
The following is a reconciliation of Jackson Financial net cash provided by operating activities (Parent Company only), the most comparable U.S. GAAP measure, to Free Cash Flow:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Jackson Financial, Inc. Net cash provided by operating activities (Parent Company Only) | $ | (24) | $ | (10) | $ | 5 | $ | 21 | ||||||||||||||||||
| Adjustments from net cash provided by operating activities to free cash flow: | ||||||||||||||||||||||||||
| Capital distributions from subsidiaries | 325 | 250 | 520 | 250 | ||||||||||||||||||||||
| Dividends on preferred stock | (11) | (11) | (22) | (22) | ||||||||||||||||||||||
| Total adjustments | 314 | 239 | 498 | 228 | ||||||||||||||||||||||
| Free cash flow | $ | 290 | $ | 229 | $ | 503 | $ | 249 | ||||||||||||||||||
| Free Cash Flow Comprised of: | ||||||||||||||||||||||||||
| Capital distributions from subsidiaries | $ | 325 | $ | 250 | $ | 520 | $ | 250 | ||||||||||||||||||
| Interest on surplus note from subsidiary | — | — | 45 | 45 | ||||||||||||||||||||||
| Cash distributed to Jackson Financial | 325 | 250 | 565 | 295 | ||||||||||||||||||||||
| Parent company expenses | (29) | (29) | (57) | (55) | ||||||||||||||||||||||
| Net investment income and other income | 6 | 6 | 14 | 10 | ||||||||||||||||||||||
| Other, net | (12) | 2 | (19) | (1) | ||||||||||||||||||||||
| Jackson Financial expenses and other, net | (35) | (21) | (62) | (46) | ||||||||||||||||||||||
| Free cash flow | $ | 290 | $ | 229 | $ | 503 | $ | 249 | ||||||||||||||||||
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Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Consolidated Results of Operations
The following table sets forth, for the periods presented, certain data from our Condensed Consolidated Income Statements. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes elsewhere in this report:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Fee income | $ | 1,942 | $ | 2,008 | $ | 3,928 | $ | 4,006 | ||||||||||||||||||
| Premiums | 40 | 37 | 80 | 75 | ||||||||||||||||||||||
| Net investment income: | ||||||||||||||||||||||||||
| Net investment income excluding funds withheld assets | 491 | 463 | 1,019 | 927 | ||||||||||||||||||||||
| Net investment income on funds withheld assets | 227 | 285 | 454 | 555 | ||||||||||||||||||||||
| Total net investment income | 718 | 748 | 1,473 | 1,482 | ||||||||||||||||||||||
| Net gains (losses) on derivatives and investments: | ||||||||||||||||||||||||||
| Net gains (losses) on derivatives and investments | (2,860) | (1,342) | (1,517) | (4,234) | ||||||||||||||||||||||
| Net gains (losses) on funds withheld reinsurance treaties | (327) | (214) | (715) | (415) | ||||||||||||||||||||||
| Total net gains (losses) on derivatives and investments | (3,187) | (1,556) | (2,232) | (4,649) | ||||||||||||||||||||||
| Other income | 16 | 10 | 30 | 11 | ||||||||||||||||||||||
| Total revenues | (471) | 1,247 | 3,279 | 925 | ||||||||||||||||||||||
| Benefits and Expenses | ||||||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | 256 | 209 | 500 | 430 | ||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | 12 | (18) | 24 | (7) | ||||||||||||||||||||||
| Market risk benefits (gains) losses, net | (2,203) | (516) | 43 | (3,234) | ||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | 295 | 273 | 583 | 546 | ||||||||||||||||||||||
| Interest expense | 25 | 26 | 50 | 51 | ||||||||||||||||||||||
| Operating costs and other expenses, net of deferrals | 681 | 678 | 1,358 | 1,363 | ||||||||||||||||||||||
| Amortization of deferred acquisition costs | 274 | 277 | 549 | 555 | ||||||||||||||||||||||
| Total benefits and expenses | (660) | 929 | 3,107 | (296) | ||||||||||||||||||||||
| Pretax income (loss) | 189 | 318 | 172 | 1,221 | ||||||||||||||||||||||
| Income tax expense (benefit) | 4 | 36 | 5 | 137 | ||||||||||||||||||||||
| Net income (loss) | 185 | 282 | 167 | 1,084 | ||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | 6 | 7 | 12 | 14 | ||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. | 179 | 275 | 155 | 1,070 | ||||||||||||||||||||||
| Less: Dividends on preferred stock | 11 | 11 | 22 | 22 | ||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | 168 | $ | 264 | $ | 133 | $ | 1,048 | ||||||||||||||||||
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Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Pretax Income (Loss)
Our pretax income (loss) decreased by $129 million to $189 million for the three months ended June 30, 2025, from $318 million for the three months ended June 30, 2024, primarily due to:
•$1,631 million decrease in total net gains (losses) on derivatives and investments as shown in the table below and driven by:
| Three Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Net gains (losses) excluding derivatives and funds withheld assets | $ | (109) | $ | (30) | $ | (79) | ||||||||||||||
| Net gains (losses) on freestanding derivatives | (1,755) | (1,090) | (665) | |||||||||||||||||
| Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) | (996) | (222) | (774) | |||||||||||||||||
| Net gains (losses) on derivative instruments | (2,751) | (1,312) | (1,439) | |||||||||||||||||
| Net gains (losses) on funds withheld reinsurance | (327) | (214) | (113) | |||||||||||||||||
| Total net gains (losses) on derivatives and investments | $ | (3,187) | $ | (1,556) | $ | (1,631) | ||||||||||||||
◦Volumes of freestanding derivatives can vary significantly period over period and movements in those derivatives are subject to interest rate or market movements. The movements in interest rate hedges during the three months ended June 30, 2025 reflected relatively stable interest rates whereas the movements in interest rate hedges during the three months ended June 30, 2024 were primarily driven by an increase in interest rates. The movements in equity hedges during the three months ended June 30, 2025 were primarily driven by larger increases in equity markets compared to smaller increases during the three months ended June 30, 2024;
◦Embedded derivative movements were unfavorable largely due to equity market increase impacts on our growing RILA block during the three months ended June 30, 2025, compared to the prior year;
•$77 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality and higher other policyholder benefits during the three months ended June 30, 2025, compared to the prior year;
•$66 million decrease in fee income primarily due to decreases in variable fee income, due to lower average separate account values, and decreases in benefit-based guarantee fee income during the three months ended June 30, 2025, compared to the prior year;
•$30 million decrease in net investment income as a result of lower income on limited partnerships, which are recorded on a one quarter lag, and lower income on funds withheld assets, partially offset by higher income on bonds and lower expenses during the three months ended June 30, 2025; and
•$22 million increase in interest credited on other contract holder funds, net of deferrals and amortization, primarily due to higher average institutional account balances and fixed annuity and RILA new business during the three months ended June 30, 2025, compared to the prior year.
These movements were partially offset by:
•$1,687 million favorable movements in market risk benefits (gains) losses, largely due to favorable movements in fund performance during the three months ended June 30, 2025, compared to the prior year.
101
Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Income Taxes
Income tax expense decreased $32 million to an expense of $4 million for the three months ended June 30, 2025, from an expense of $36 million for the three months ended June 30, 2024. The provision for income tax in the current period led to an effective income tax rate ("ETR") of 2% for the three months ended June 30, 2025, compared to the ETR of 11% for the three months ended June 30, 2024. The change in the ETR during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was due to the relationship of the taxable income to the consolidated pre-tax income (loss) and the valuation allowance. The ETR differs from the statutory rate of 21% primarily due to the dividends received deduction, utilization of foreign tax credits, and the valuation allowance. See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements in our 2024 Annual Report and Note 15 - Income Taxes of the Notes to Condensed Consolidated Financial Statements in this report for more information.
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Pretax Income (Loss)
Our pretax income (loss) decreased by $1,049 million to $172 million for the six months ended June 30, 2025, from $1,221 million for the six months ended June 30, 2024, primarily due to:
•$3,277 million in unfavorable movements in market risk benefits (gains) losses, net, primarily due to less favorable movements in interest rates and fund performance, as well as unfavorable volatility movements in 2025, compared to the prior year;
•$101 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality and higher other policyholder benefits;
•$78 million decrease in fee income primarily due to decreases in variable fee income, due to lower average separate account values, and decreases in benefit-based guarantee fee income during 2025, compared to the prior year; and
•$37 million increase in interest credited on contract holder funds, net of deferrals and amortization, primarily due to higher average institutional account balances in 2025 and fixed annuity and RILA new business, compared to the prior year.
These movements were partially offset by:
•$2,417 million improvement in total net gains (losses) on derivatives and investments as shown in the table below and driven by:
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||
| (in millions) | ||||||||||||||||||||
| Net gains (losses) excluding derivatives and funds withheld assets | $ | (175) | $ | (37) | $ | (138) | ||||||||||||||
| Net gains (losses) on freestanding derivatives | (742) | (3,674) | 2,932 | |||||||||||||||||
| Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) | (600) | (523) | (77) | |||||||||||||||||
| Net gains (losses) on derivative instruments | (1,342) | (4,197) | 2,855 | |||||||||||||||||
| Net gains (losses) on funds withheld reinsurance | (715) | (415) | (300) | |||||||||||||||||
| Total net gains (losses) on derivatives and investments | $ | (2,232) | $ | (4,649) | $ | 2,417 | ||||||||||||||
102
Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
◦Volumes of freestanding derivatives can vary significantly period over period and movements in those derivatives are subject to interest rate or market movements. The movements in interest rate hedges during the six months ended June 30, 2025 were primarily driven by a decrease in interest rates as opposed to an increase in interest rates during the prior year. The movements in equity hedges during the six months ended June 30, 2025 were primarily driven by smaller increases in equity markets compared to larger increases in equity markets during the six months ended June 30, 2024; and
◦Higher losses recognized on funds withheld reinsurance were driven by the decrease in interest rates impacting the value of the embedded derivative during 2025, compared to an increase in interest rates in 2024.
Income Taxes
Income tax expense decreased $132 million to an expense of $5 million for the six months ended June 30, 2025, from an expense of $137 million for the six months ended June 30, 2024. The provision for income tax in the current period led to an ETR of 3% for the six months ended June 30, 2025 compared to the ETR of 11% the six months ended June 30, 2024. The change in the ETR during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was due to the relationship of the taxable income to the consolidated pre-tax income. Our ETR differs from the statutory rate of 21% primarily due to the dividends received deduction, utilization of foreign tax credits and valuation allowance. See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements in our 2024 Annual Report and Note 15 - Income Taxes of the Notes to Condensed Consolidated Financial Statements in this report for more information.
103
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Segment Results of Operations
We manage our business through three reportable segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report certain activities and items that are not included in these segments, including the results of PPM Holdings, Inc., the holding company of PPM, within Corporate and Other. The following tables and discussion represent an overall view of our results of operations for each segment.
Pretax Adjusted Operating Earnings by Segment
The following table summarizes pretax adjusted operating earnings (non-GAAP) from the Company's business segment operations and also provides a reconciliation of the segment measure to net income on a consolidated U.S. GAAP basis. As part of the Company’s asset liability management program, management monitors the allocation of invested assets supporting the Company’s contractual liabilities. During the first quarter of 2025, that monitoring resulted in the reallocation of certain invested assets across reportable segments and Corporate and Other. The results of this reallocation are reflected in the net investment income reported for the second quarter of 2025. The impact of the reallocation was not material to the prior period financial results and prior period financial figures were not recast to reflect the reallocated basis. Also, see Note 3 - Segment Information of the Notes to Condensed Consolidated Financial Statements for further information regarding the calculation of pretax adjusted operating earnings:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Pretax Adjusted Operating Earnings by Segment: | ||||||||||||||||||||||||||
| Retail Annuities | $ | 417 | $ | 465 | $ | 837 | $ | 884 | ||||||||||||||||||
| Institutional Products | 19 | 29 | 37 | 60 | ||||||||||||||||||||||
| Closed Life and Annuity Blocks | 22 | 35 | 50 | 54 | ||||||||||||||||||||||
| Corporate and Other | (52) | (56) | (76) | (136) | ||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | 406 | 473 | 848 | 862 | ||||||||||||||||||||||
| Pre-tax reconciling items from adjusted operating income to net income (loss) attributable to Jackson Financial Inc.: | ||||||||||||||||||||||||||
| Guaranteed benefits and hedging results: | ||||||||||||||||||||||||||
| Fees attributable to guarantee benefit reserves | 764 | 780 | 1,532 | 1,568 | ||||||||||||||||||||||
| Net gains (losses) on hedging instruments | (1,840) | (1,083) | (829) | (3,659) | ||||||||||||||||||||||
| Market risk benefits gains (losses), net | 2,203 | 516 | (43) | 3,234 | ||||||||||||||||||||||
| Net reserve and embedded derivative movements | (1,066) | (278) | (733) | (642) | ||||||||||||||||||||||
| Total net hedging results | 61 | (65) | (73) | 501 | ||||||||||||||||||||||
| Amortization of DAC associated with non-operating items at date of transition to LDTI | (127) | (136) | (255) | (275) | ||||||||||||||||||||||
| Net realized investment gains (losses) | 30 | (30) | (36) | (37) | ||||||||||||||||||||||
| Net realized investment gains (losses) on funds withheld assets | (327) | (214) | (715) | (415) | ||||||||||||||||||||||
| Net investment income on funds withheld assets | 227 | 285 | 454 | 555 | ||||||||||||||||||||||
| Other items | (87) | (2) | (63) | 16 | ||||||||||||||||||||||
| Total pre-tax reconciling items | (223) | (162) | (688) | 345 | ||||||||||||||||||||||
| Pretax income (loss) attributable to Jackson Financial Inc. | 183 | 311 | 160 | 1,207 | ||||||||||||||||||||||
| Income tax expense (benefit) | 4 | 36 | 5 | 137 | ||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. | 179 | 275 | 155 | 1,070 | ||||||||||||||||||||||
| Less: Dividends on preferred stock | 11 | 11 | 22 | 22 | ||||||||||||||||||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | $ | 168 | $ | 264 | $ | 133 | $ | 1,048 | ||||||||||||||||||
104
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Retail Annuities
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Retail Annuities segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Retail Annuities: | ||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Fee income | $ | 1,059 | $ | 1,102 | $ | 2,154 | $ | 2,185 | ||||||||||||||||||
| Premiums | 20 | 12 | 34 | 22 | ||||||||||||||||||||||
| Net investment income | 204 | 166 | 391 | 318 | ||||||||||||||||||||||
| Other income | 7 | 9 | 14 | 17 | ||||||||||||||||||||||
| Total Operating Revenues | 1,290 | 1,289 | 2,593 | 2,542 | ||||||||||||||||||||||
| Operating Benefits and Expenses | ||||||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves | 33 | 9 | 62 | 25 | ||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | (1) | (15) | (4) | (14) | ||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | 101 | 84 | 195 | 172 | ||||||||||||||||||||||
| Interest expense | 5 | 6 | 11 | 12 | ||||||||||||||||||||||
| Asset-based commission expenses | 273 | 279 | 557 | 558 | ||||||||||||||||||||||
| Other commission expenses | 235 | 218 | 441 | 412 | ||||||||||||||||||||||
| Sub-advisor expenses | 78 | 84 | 158 | 166 | ||||||||||||||||||||||
| General and administrative expenses | 189 | 190 | 389 | 370 | ||||||||||||||||||||||
| Deferral of acquisition costs | (185) | (170) | (343) | (319) | ||||||||||||||||||||||
| Amortization of deferred acquisition costs | 145 | 139 | 290 | 276 | ||||||||||||||||||||||
| Total Operating Benefits and Expenses | 873 | 824 | 1,756 | 1,658 | ||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | 417 | $ | 465 | $ | 837 | $ | 884 | ||||||||||||||||||
The following table summarizes a roll-forward of activity affecting account value for our Retail Annuities segment for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Retail Annuities Account Value: | ||||||||||||||||||||||||||
| Balance as of beginning of period | $ | 240,806 | $ | 247,611 | $ | 251,665 | $ | 235,465 | ||||||||||||||||||
Premiums and deposits (1) | 4,421 | 4,265 | 8,509 | 7,989 | ||||||||||||||||||||||
Surrenders, withdrawals, and benefits (1) | (6,574) | (7,228) | (14,186) | (13,751) | ||||||||||||||||||||||
| Net flows | (2,153) | (2,963) | (5,677) | (5,762) | ||||||||||||||||||||||
| Investment performance | 18,926 | 2,996 | 12,611 | 18,284 | ||||||||||||||||||||||
| Change in value of equity option | 993 | 224 | 598 | 524 | ||||||||||||||||||||||
| Interest credited | 101 | 84 | 195 | 172 | ||||||||||||||||||||||
| Policy charges and other | (721) | (739) | (1,440) | (1,470) | ||||||||||||||||||||||
| Balance as of end of period, net of ceded reinsurance | 257,952 | 247,213 | 257,952 | 247,213 | ||||||||||||||||||||||
| Ceded reinsurance | 13,704 | 16,803 | 13,704 | 16,803 | ||||||||||||||||||||||
| Balance as of end of period, gross of reinsurance | $ | 271,656 | $ | 264,016 | $ | 271,656 | $ | 264,016 | ||||||||||||||||||
(1) Excludes certain internal exchanges.
105
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $48 million to $417 million for the three months ended June 30, 2025, from $465 million for the three months ended June 30, 2024, primarily due to:
•$43 million decrease in fee income attributable to lower average separate account values during the three months ended June 30, 2025, compared to the prior year; and
•$38 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily attributable to higher other policyholder benefits during the three months ended June 30, 2025.
These decreases were partially offset by:
•$21 million increase in spread income due to $38 million higher investment income, partially offset by $17 million higher interest credited on contract holder funds, compared to the prior year. Investment income was driven by higher invested asset balances. Increased interest credited on contract holder funds was primarily due to higher fixed annuity and RILA new business; and
•$11 million decrease in commissions and general expenses, net of deferrals, reflecting lower non-deferrable asset-based commissions expense of $6 million and lower sub-advisor expenses of $6 million, primarily driven by lower account values during the three months ended June 30, 2025.
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $47 million to $837 million for the six months ended June 30, 2025, from $884 million for the six months ended June 30, 2024, primarily due to:
•$47 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily attributable to higher other policyholder benefits during the six months ended June 30, 2025;
•$31 million decrease in fee income primarily due to lower average separate account values, compared to the prior year; and
•$15 million increase in commissions and general expenses, net of deferrals, reflecting higher general and administrative expenses of $19 million during the six months ended June 30, 2025.
These decreases were partially offset by:
•$50 million increase in spread income primarily due to $73 million higher investment income and $23 million higher interest credited on contract holder funds compared to the prior year period. Investment income was driven by higher invested asset balances. Increased interest credited on contract holder funds was primarily due to higher fixed annuity and RILA new business.
Account Value
Retail annuities account value, net of reinsurance, increased $11 billion over the prior year period primarily due to positive variable annuity separate account returns driven by favorable market performance in 2025, as well as positive RILA and fixed annuity net flows over the period.
106
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Institutional Products
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Institutional Products segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Institutional Products: | ||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Net investment income | $ | 125 | $ | 118 | $ | 241 | $ | 231 | ||||||||||||||||||
| Total Operating Revenues | 125 | 118 | 241 | 231 | ||||||||||||||||||||||
| Operating Benefits and Expenses | ||||||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | 104 | 88 | 201 | 169 | ||||||||||||||||||||||
| General and administrative expenses | 2 | 1 | 3 | 2 | ||||||||||||||||||||||
| Total Operating Benefits and Expenses | 106 | 89 | 204 | 171 | ||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | 19 | $ | 29 | $ | 37 | $ | 60 | ||||||||||||||||||
The following table summarizes a roll-forward of activity affecting account value for our Institutional Products segment for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Institutional Products: | ||||||||||||||||||||||||||
| Balance as of beginning of period | $ | 9,262 | $ | 7,825 | $ | 8,384 | $ | 8,406 | ||||||||||||||||||
| Premiums and deposits | 930 | 612 | 2,529 | 712 | ||||||||||||||||||||||
| Surrenders, withdrawals, and benefits | (493) | (1,231) | (1,356) | (1,927) | ||||||||||||||||||||||
| Net flows | 437 | (619) | 1,173 | (1,215) | ||||||||||||||||||||||
| Interest credited | 104 | 88 | 201 | 169 | ||||||||||||||||||||||
Policy charges and other (1) | 551 | 5 | 596 | (61) | ||||||||||||||||||||||
| Balance as of end of period | $ | 10,354 | $ | 7,299 | $ | 10,354 | $ | 7,299 | ||||||||||||||||||
(1) Includes net deposit and withdrawal activity for FABCP funding agreements.
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $10 million to $19 million for the three months ended June 30, 2025, from $29 million for the three months ended June 30, 2024, reflecting a $9 million decrease in spread income primarily due to a $16 million increase in interest credited on contract holder funds, due to increased account values, partially offset by a $7 million increase in investment income.
107
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $23 million to $37 million for the six months ended June 30, 2025, from $60 million for the six months ended June 30, 2024, reflecting a $22 million decrease in spread income primarily due to a $32 million increase in interest credited on contract holder funds, due to increased account values, partially offset by a $10 million increase in investment income.
Account Value
Institutional product account value increased from $7,299 million at June 30, 2024, to $10,354 million at June 30, 2025. The increase in account value was primarily driven by an increased amount of FABN funding agreements and FABCP funding agreement in 2025.
Closed Life and Annuity Blocks
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Closed Life and Annuity Blocks segment. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Closed Life and Annuity Blocks: | ||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Fee income | $ | 107 | $ | 112 | $ | 215 | $ | 224 | ||||||||||||||||||
| Premiums | 21 | 28 | 50 | 58 | ||||||||||||||||||||||
| Net investment income | 181 | 168 | 368 | 331 | ||||||||||||||||||||||
| Other income | 5 | 7 | 11 | 14 | ||||||||||||||||||||||
| Total Operating Revenues | 314 | 315 | 644 | 627 | ||||||||||||||||||||||
| Operating Benefits and Expenses | ||||||||||||||||||||||||||
| Death, other policy benefits and change in policy reserves, net of deferrals | 154 | 144 | 308 | 288 | ||||||||||||||||||||||
| (Gain) loss from updating future policy benefits cash flow assumptions, net | 11 | (2) | 25 | 6 | ||||||||||||||||||||||
| Interest credited on other contract holder funds, net of deferrals and amortization | 90 | 101 | 187 | 205 | ||||||||||||||||||||||
| Other commission expenses | 8 | 9 | 17 | 18 | ||||||||||||||||||||||
| General and administrative expenses | 27 | 24 | 54 | 49 | ||||||||||||||||||||||
| Deferral of acquisition costs | — | 2 | (1) | 3 | ||||||||||||||||||||||
| Amortization of deferred acquisition costs | 2 | 2 | 4 | 4 | ||||||||||||||||||||||
| Total Operating Benefits and Expenses | 292 | 280 | 594 | 573 | ||||||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | 22 | $ | 35 | $ | 50 | $ | 54 | ||||||||||||||||||
108
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $13 million to $22 million for the three months ended June 30, 2025, from $35 million for the three months ended June 30, 2024, primarily due to:
•$23 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality; and
•$7 million decrease in premiums resulting from the continued run off of the closed block of life business.
These decreases were partially offset by:
•$13 million increase in net investment income; and
•$11 million decrease in interest credited on other contract holder funds, net of deferrals and amortization, resulting from the continued run off of the closed block of life business.
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings decreased $4 million to $50 million for the six months ended June 30, 2025, from $54 million for the six months ended June 30, 2024, primarily due to:
•$39 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality, partially offset by lower other policyholder benefits; and
•$8 million decrease in premium resulting from the continued run off of the closed block of life business.
These decreases were partially offset by:
•$37 million increase in net investment income; and
•$18 million decrease in interest credited on contract holder funds, net of deferrals and amortization, resulting from the continued run off of the closed block of life business.
109
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Corporate and Other
Corporate and Other includes the operations of PPM Holdings, Inc., the parent holding company of PPM, and unallocated corporate revenue and expenses, as well as certain eliminations and consolidation adjustments. The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for Corporate and Other. The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Corporate and Other: | |||||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Fee income | $ | 10 | $ | 12 | $ | 22 | $ | 24 | |||||||||||||||
| Net investment income | 8 | (1) | 19 | 3 | |||||||||||||||||||
| Other income | 4 | (6) | 5 | (20) | |||||||||||||||||||
| Total Operating Revenues | 22 | 5 | 46 | 7 | |||||||||||||||||||
| Operating Benefits and Expenses | |||||||||||||||||||||||
| Interest expense | 20 | 20 | 39 | 39 | |||||||||||||||||||
| Sub-advisor expenses | (2) | (2) | (2.0) | (4) | (4) | ||||||||||||||||||
| General and administrative expenses | 56 | 43 | 43.0 | 87 | 108 | ||||||||||||||||||
| Total Operating Benefits and Expenses | 74 | 61 | 122 | 143 | |||||||||||||||||||
| Pretax Adjusted Operating Earnings | $ | (52) | $ | (56) | $ | (76) | $ | (136) | |||||||||||||||
Three Months Ended June 30, 2025 compared to Three Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings improved $4 million to $(52) million for the three months ended June 30, 2025, from $(56) million for the three months ended June 30, 2024, primarily driven by a $10 million increase in other income, and a $9 million increase in net investment income, partially offset by a $13 million increase in general and administrative expenses, due to increased deferred compensation expenses during the three months ended June 30, 2025.
Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024
Pretax Adjusted Operating Earnings
Pretax adjusted operating earnings improved $60 million to $(76) million for the six months ended June 30, 2025, from $(136) million for the six months ended June 30, 2024, primarily driven by a $25 million increase in other income primarily due to a one-time reinsurance related adjustment in 2024, a $21 million decrease in general and administrative expenses, due to decreased deferred compensation expenses, and a $16 million increase in net investment income.
110
Item 2 | Management’s Discussion and Analysis | Investments
Investments
Our investment portfolio primarily consists of fixed-income securities and loans, publicly-traded corporate and government bonds, private securities and loans, asset-backed securities and mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The fair value of these and our other invested assets fluctuates depending on market and other general economic conditions and the interest rate environment and is affected by other economic factors.
Investment Strategy
Our overall investment strategy seeks to maintain a diversified and largely investment grade fixed income portfolio that is capital efficient, achieves risk-adjusted returns that support competitive pricing for our products, generates profitable growth of our business and maintains adequate liquidity to support our obligations. We utilize repurchase and reverse repurchase transactions as a part of our overall portfolio management program to assist with collateral requirements associated with our hedging program and other liquidity needs of our insurance subsidiaries.
Our investment program seeks to generate a competitive rate of return on our invested assets to support the profitable growth of our business, while maintaining investment portfolio allocations within the Company’s risk tolerance. This means maximizing risk-adjusted return within the context of a largely fixed income portfolio while also managing exposure to downside risk in a stressed environment, regulatory and rating agency capital models, overall portfolio yield, diversification and correlation with other investments and company exposures.
The investments within our investment portfolio are primarily managed by PPM, our wholly-owned registered investment advisor. Our investment strategy benefits from PPM’s ability to originate investments directly, as well as participate in transactions originated by banks, investment banks, commercial finance companies and other intermediaries. Certain investments held in funds withheld accounts for reinsurance transactions are managed by Apollo Insurance Solutions Group LP ("Apollo"), an Athene affiliate. See Note 8 - Reinsurance of the Notes to Condensed Consolidated Financial Statements for further details. We may also use other third-party investment managers for certain niche asset classes. As of June 30, 2025, Apollo managed $12.4 billion of cash and investments and other third-party investment managers managed approximately $304 million of investments.
Our Investment Committee has specified a target strategic asset allocation (“SAA”) that is designed to deliver the highest expected return within a defined risk tolerance while meeting other important objectives such as those mentioned in the second preceding paragraph. The fixed income portion of the SAA is assessed relative to a customized index of public corporate bonds that represents a close approximation of the maturity profile of our liabilities and a credit quality mix that is consistent with our risk tolerance. PPM’s objective is to outperform this index on a number of measures including portfolio yield, total return and capital loss due to downgrades and defaults. While PPM has access to a broad universe of potential investments, we believe grounding the investment program with a customized public corporate index that can be easily tracked and monitored helps guide PPM in meeting the risk and return expectations and assists with performance evaluation.
Recognizing the trade-offs between the level of risk, required capital, liquidity and investment return, the largest allocation within our investment portfolio is to investment grade fixed income securities. As previously mentioned, our investment manager accesses a broad universe of potential investments to construct the investment portfolio and considers the benefits of diversification across various sectors, collateral types and asset classes. To this end, our SAA and investment portfolio includes allocations to public and private corporate bonds (both investment grade and high yield), mortgage loans, structured securities, private equity and U.S. Treasury securities. These U.S. Treasury securities, while lower yielding than other alternatives, provide a higher level of liquidity and play a role in managing our interest rate exposure.
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Portfolio Composition
The following table summarizes the carrying values of our investments:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Investments excluding Funds Withheld | Funds Withheld | Total | Investments excluding Funds Withheld | Funds Withheld | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Debt Securities, available-for-sale, net of allowance for credit losses | $ | 35,484 | $ | 8,330 | $ | 43,814 | $ | 31,231 | $ | 9,058 | $ | 40,289 | |||||||||||||||||||||||
| Debt Securities, at fair value under fair value option | 3,254 | 60 | 3,314 | 2,930 | 116 | 3,046 | |||||||||||||||||||||||||||||
| Equity securities, at fair value | 63 | 114 | 177 | 72 | 125 | 197 | |||||||||||||||||||||||||||||
| Mortgage loans, net of allowance for credit losses | 7,078 | 2,467 | 9,545 | 6,851 | 2,611 | 9,462 | |||||||||||||||||||||||||||||
| Mortgage loans, at fair value under fair value option | — | 393 | 393 | — | 449 | 449 | |||||||||||||||||||||||||||||
| Policy loans | 900 | 3,552 | 4,452 | 902 | 3,501 | 4,403 | |||||||||||||||||||||||||||||
| Freestanding derivative instruments | 406 | (22) | 384 | 252 | 45 | 297 | |||||||||||||||||||||||||||||
| Other invested assets | 2,171 | 725 | 2,896 | 2,087 | 777 | 2,864 | |||||||||||||||||||||||||||||
| Total investments | $ | 49,356 | $ | 15,619 | $ | 64,975 | $ | 44,325 | $ | 16,682 | $ | 61,007 | |||||||||||||||||||||||
Available-for-sale debt securities increased to $43,814 million at June 30, 2025, from $40,289 million at December 31, 2024. The amortized cost of available-for-sale debt securities increased to $47,515 million as of June 30, 2025, from $44,976 million as of December 31, 2024. Further, net unrealized losses, after adjusting for allowance for credit loss, were $3,689 million as of June 30, 2025, compared to $4,679 million as of December 31, 2024.
Other Invested Assets
Other invested assets increased to $2,896 million at June 30, 2025 from $2,864 million at December 31, 2024.
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Item 2 | Management’s Discussion and Analysis | Investments
Debt Securities
At June 30, 2025 and December 31, 2024, the amortized cost, allowance for credit loss, gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):
| June 30, 2025 | Amortized Cost | Allowance for Credit Loss | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||||
| U.S. government securities | $ | 4,058 | $ | — | $ | 2 | $ | 886 | $ | 3,174 | ||||||||||||||||||||||
| Other government securities | 1,307 | — | 2 | 221 | 1,088 | |||||||||||||||||||||||||||
| Corporate securities | ||||||||||||||||||||||||||||||||
| Utilities | 6,148 | — | 52 | 519 | 5,681 | |||||||||||||||||||||||||||
| Energy | 3,173 | — | 31 | 240 | 2,964 | |||||||||||||||||||||||||||
| Banking | 3,146 | — | 47 | 116 | 3,077 | |||||||||||||||||||||||||||
| Healthcare | 3,484 | — | 25 | 339 | 3,170 | |||||||||||||||||||||||||||
| Finance/Insurance | 5,319 | 8 | 64 | 336 | 5,039 | |||||||||||||||||||||||||||
| Technology/Telecom | 2,571 | — | 13 | 185 | 2,399 | |||||||||||||||||||||||||||
| Consumer goods | 2,663 | — | 31 | 278 | 2,416 | |||||||||||||||||||||||||||
| Industrial | 1,770 | — | 18 | 91 | 1,697 | |||||||||||||||||||||||||||
| Capital goods | 1,985 | — | 20 | 109 | 1,896 | |||||||||||||||||||||||||||
| Real estate | 1,663 | — | 14 | 92 | 1,585 | |||||||||||||||||||||||||||
| Media | 1,000 | — | 7 | 103 | 904 | |||||||||||||||||||||||||||
| Transportation | 1,476 | — | 11 | 137 | 1,350 | |||||||||||||||||||||||||||
| Retail | 1,320 | — | 9 | 122 | 1,207 | |||||||||||||||||||||||||||
Other (1) | 2,878 | — | 32 | 86 | 2,824 | |||||||||||||||||||||||||||
| Total Corporate Securities | 38,596 | 8 | 374 | 2,753 | 36,209 | |||||||||||||||||||||||||||
| Residential mortgage-backed | 327 | 4 | 25 | 28 | 320 | |||||||||||||||||||||||||||
| Commercial mortgage-backed | 1,650 | — | 6 | 70 | 1,586 | |||||||||||||||||||||||||||
| Other asset-backed securities | 4,891 | — | 22 | 162 | 4,751 | |||||||||||||||||||||||||||
| Total Debt Securities | $ | 50,829 | $ | 12 | $ | 431 | $ | 4,120 | $ | 47,128 | ||||||||||||||||||||||
(1) No single remaining industry exceeds 3% of the portfolio. | ||||||||||||||||||||||||||||||||
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| December 31, 2024 | Amortized Cost | Allowance for Credit Loss | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||||
| U.S. government securities | $ | 4,120 | $ | — | $ | 1 | $ | 962 | $ | 3,159 | ||||||||||||||||||||||
| Other government securities | 1,345 | — | 1 | 252 | 1,094 | |||||||||||||||||||||||||||
| Corporate securities | ||||||||||||||||||||||||||||||||
| Utilities | 5,716 | — | 29 | 589 | 5,156 | |||||||||||||||||||||||||||
| Energy | 3,119 | — | 16 | 291 | 2,844 | |||||||||||||||||||||||||||
| Banking | 2,612 | — | 19 | 137 | 2,494 | |||||||||||||||||||||||||||
| Healthcare | 3,428 | — | 10 | 393 | 3,045 | |||||||||||||||||||||||||||
| Finance/Insurance | 5,069 | 8 | 29 | 418 | 4,672 | |||||||||||||||||||||||||||
| Technology/Telecom | 2,313 | — | 5 | 220 | 2,098 | |||||||||||||||||||||||||||
| Consumer goods | 2,414 | — | 13 | 327 | 2,100 | |||||||||||||||||||||||||||
| Industrial | 1,733 | — | 10 | 114 | 1,629 | |||||||||||||||||||||||||||
| Capital goods | 1,922 | — | 8 | 137 | 1,793 | |||||||||||||||||||||||||||
| Real estate | 1,634 | — | 6 | 132 | 1,508 | |||||||||||||||||||||||||||
| Media | 1,005 | — | 3 | 121 | 887 | |||||||||||||||||||||||||||
| Transportation | 1,522 | — | 4 | 178 | 1,348 | |||||||||||||||||||||||||||
| Retail | 1,357 | — | 4 | 147 | 1,214 | |||||||||||||||||||||||||||
Other (1) | 2,453 | — | 10 | 117 | 2,346 | |||||||||||||||||||||||||||
| Total Corporate Securities | 36,297 | 8 | 166 | 3,321 | 33,134 | |||||||||||||||||||||||||||
| Residential mortgage-backed | 374 | 6 | 14 | 44 | 338 | |||||||||||||||||||||||||||
| Commercial mortgage-backed | 1,674 | — | 3 | 100 | 1,577 | |||||||||||||||||||||||||||
| Other asset-backed securities | 4,243 | 25 | 11 | 196 | 4,033 | |||||||||||||||||||||||||||
| Total Debt Securities | $ | 48,053 | $ | 39 | $ | 196 | $ | 4,875 | $ | 43,335 | ||||||||||||||||||||||
(1) No single remaining industry exceeds 3% of the portfolio. | ||||||||||||||||||||||||||||||||
Evaluation of Available-For-Sale Debt Securities for Credit Loss
See Note 4 - Investments of the Notes to Condensed Consolidated Financial Statements for information about how we evaluate our available-for-sale debt securities for credit loss.
Equity Securities
Equity securities consist of investments in common and preferred stock and mutual fund investments. Common and preferred stock investments generally arise out of previous private equity investments or other settlements rather than as direct investments. Mutual fund investments typically represent investments made in our own mutual funds to seed those structures for external issuance at a later date. The following table summarizes our holdings:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Common Stock | $ | 7 | $ | 18 | |||||||
| Preferred Stock | 140 | 151 | |||||||||
| Mutual Funds | 30 | 28 | |||||||||
| Total | $ | 177 | $ | 197 | |||||||
Mortgage Loans
At June 30, 2025, commercial mortgage loans were collateralized by properties located in 34 states, the District of Columbia, and Europe. Residential mortgage loans were collateralized by properties located in 49 states, the District of Columbia, Mexico, and Europe.
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Item 2 | Management’s Discussion and Analysis | Investments
The table below presents the carrying value, net of allowance for credit loss, of our mortgage loans by property type:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Commercial: | |||||||||||
| Apartment | $ | 2,658 | $ | 2,450 | |||||||
| Hotel | 839 | 835 | |||||||||
| Office | 1,241 | 1,317 | |||||||||
| Retail | 1,679 | 1,685 | |||||||||
| Warehouse | 2,124 | 2,134 | |||||||||
| Other | 505 | 521 | |||||||||
Total Commercial | 9,046 | 8,942 | |||||||||
| Residential | 1,029 | 1,090 | |||||||||
| Total | 10,075 | 10,032 | |||||||||
ACL (1) | (137) | (121) | |||||||||
| Total with ACL | $ | 9,938 | $ | 9,911 | |||||||
(1) At June 30, 2025 and December 31, 2024, allowance for credit losses included $122 million and $116 million, respectively, for commercial loans and $15 million and $5 million, respectively, for residential loans.
The table below presents the carrying value, net of allowance for credit loss, of our mortgage loans by region:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| United States: | |||||||||||
| East North Central | $ | 992 | $ | 1,015 | |||||||
| East South Central | 286 | 347 | |||||||||
| Middle Atlantic | 1,363 | 1,408 | |||||||||
| Mountain | 665 | 474 | |||||||||
| New England | 220 | 275 | |||||||||
| Pacific | 2,172 | 2,260 | |||||||||
| South Atlantic | 2,089 | 2,131 | |||||||||
| West North Central | 677 | 617 | |||||||||
| West South Central | 1,139 | 1,035 | |||||||||
| Total United States | 9,603 | 9,562 | |||||||||
| Foreign | 335 | 349 | |||||||||
| Total | $ | 9,938 | $ | 9,911 | |||||||
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Item 2 | Management’s Discussion and Analysis | Investments
The following table provides information about the credit quality of our mortgage loans:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Commercial mortgage loans | |||||||||||
| Loan to value ratios: | |||||||||||
| Less than 70% | $ | 7,340 | $ | 7,304 | |||||||
| 70% - 80% | 1,061 | 1,074 | |||||||||
| 80% - 100% | 434 | 338 | |||||||||
| Greater than 100% | 89 | 110 | |||||||||
| Total | 8,924 | 8,826 | |||||||||
| Residential mortgage loans | |||||||||||
| Performing | 948 | 987 | |||||||||
Nonperforming (1) | 66 | 98 | |||||||||
| Total | 1,014 | 1,085 | |||||||||
| Total mortgage loans | $ | 9,938 | $ | 9,911 | |||||||
(1) At June 30, 2025 and December 31, 2024, includes $20 million and $24 million, respectively, of loans 30-89 days past due and $16 million and $24 million, respectively, of loans 90 days or greater past due and supported with insurance or other guarantees provided by various governmental programs.
The following table provides a summary of the allowance for credit losses related to our mortgage loans:
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Balance at beginning of year | $ | 121 | $ | 165 | |||||||
| Charge offs, net of recoveries | (6) | — | |||||||||
| Reductions for mortgages disposed | (2) | — | |||||||||
| Provision (release) | 24 | (5) | |||||||||
| Balance at end of period | $ | 137 | $ | 160 | |||||||
The Company’s mortgage loans that are current and in good standing are accruing interest. Interest is not accrued on loans greater than 90 days delinquent or in process of foreclosure, when deemed uncollectible. Delinquency status is determined from the date of the first missed contractual payment. Accrued interest amounting to $1 million and $1 million were written off as of June 30, 2025 and 2024, respectively, relating to loans that were greater than 90 days delinquent or in the process of foreclosure.
The following table provides information about our impaired residential mortgage loans (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
Recorded investment (1) | $ | 35 | $ | 29 | |||||||
| Unpaid principal balance | 42 | 33 | |||||||||
| Related loan allowance | 1 | 1 | |||||||||
| Average recorded investment | 32 | 30 | |||||||||
| Investment income recognized | — | 1 | |||||||||
(1) At June 30, 2025 and December 31, 2024, includes $3 million and $2 million, respectively, of loans in process of foreclosure, all of which are loans supported with insurance or other guarantees provided by various governmental programs.
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Item 2 | Management’s Discussion and Analysis | Investments
Derivative Instruments
Note 5 – Derivative Instruments of the Notes to Condensed Consolidated Financial Statements presents the aggregate contractual or notional amounts and the fair values of our freestanding and embedded derivatives instruments as of June 30, 2025 and December 31, 2024.
Evaluation of Invested Assets
We perform regular evaluations of our invested assets. On a monthly basis, management identifies those investments that may require additional monitoring and carefully reviews the carrying value of such investments to determine whether specific investments should be placed on a non-accrual status and if an allowance for credit loss is required. In making these reviews, management principally considers the adequacy of any collateral, compliance with contractual covenants, the borrower’s recent financial performance, news reports and other externally generated information concerning the borrower’s affairs. In the case of publicly traded bonds, management also considers market value quotations, where available. For mortgage loans, management generally considers information concerning the mortgaged property, including factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. For investments in partnerships, management reviews the financial statements and other information provided by the general partners.
To determine an allowance for credit loss, we consider a security’s forecasted cash flows as well as the severity of depressed fair values. Investment income is not accrued on securities in default and otherwise where the collection is uncertain. Subsequent receipts of interest on such securities are generally used to reduce the cost basis of the securities. The provisions for impairment on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full. Accrual of interest on mortgage loans is generally suspended when principal or interest payments on mortgage loans are past due more than 90 days. Interest is then accounted for on a cash basis.
Policy and Contract Liabilities
We establish, and carry as liabilities, actuarially determined amounts that are estimated as necessary to meet policy obligations or to provide for future annuity payments. Amounts for actuarial liabilities are computed and reported on the Condensed Consolidated Financial Statements in conformity with U.S. GAAP. For more details on Policyholder Liabilities, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” included in our 2024 Annual Report.
Our policy and contract liabilities includes separate account liabilities, reserves for future policy benefits and claims payable and other contract holder funds. As of June 30, 2025, 90% of our policy and contract liabilities were in our Retail Annuities segment, 3% were in our Institutional Products segment and 7% were in our Closed Life and Annuity Blocks segment.
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Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities
The table below represents a breakdown of our policy and contract liabilities:
| June 30, 2025 | Separate Accounts | Reserves for future policy benefits | Other contract holder funds | Market Risk Benefits | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Variable Annuities | $ | 231,918 | $ | — | $ | 6,779 | $ | (5,223) | $ | 233,474 | |||||||||||||||||||
RILA (1) | — | — | 14,746 | 21 | 14,767 | ||||||||||||||||||||||||
Fixed Index Annuities (2) | — | — | 7,809 | 43 | 7,852 | ||||||||||||||||||||||||
| Fixed Annuities | — | — | 9,551 | 1 | 9,552 | ||||||||||||||||||||||||
| Payout Annuities | — | 1,150 | 853 | — | 2,003 | ||||||||||||||||||||||||
| Other Annuities | 203 | — | — | — | 203 | ||||||||||||||||||||||||
| Total Retail Annuities | 232,121 | 1,150 | 39,738 | (5,158) | 267,851 | ||||||||||||||||||||||||
| Total Institutional Products | — | — | 10,354 | — | 10,354 | ||||||||||||||||||||||||
| Total Closed Life and Annuity Blocks | 87 | 8,457 | 11,699 | 6 | 20,249 | ||||||||||||||||||||||||
| Total Policy and Contract Liabilities | 232,208 | 9,607 | 61,791 | (5,152) | 298,454 | ||||||||||||||||||||||||
| Claims payable and other | — | 1,322 | 162 | — | 1,484 | ||||||||||||||||||||||||
| Total | $ | 232,208 | $ | 10,929 | $ | 61,953 | $ | (5,152) | $ | 299,938 | |||||||||||||||||||
| December 31, 2024 | Separate Accounts | Reserves for future policy benefits | Other contract holder funds | Market Risk Benefits | Total | ||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Variable Annuities | $ | 228,851 | $ | — | $ | 7,206 | $ | (5,176) | $ | 230,881 | |||||||||||||||||||
RILA (1) | — | — | 11,685 | 6 | 11,691 | ||||||||||||||||||||||||
Fixed Index Annuities (2) | — | — | 8,515 | 37 | 8,552 | ||||||||||||||||||||||||
| Fixed Annuities | — | — | 9,615 | 1 | 9,616 | ||||||||||||||||||||||||
| Payout Annuities | — | 1,095 | 844 | — | 1,939 | ||||||||||||||||||||||||
| Other Annuities | 208 | — | — | — | 208 | ||||||||||||||||||||||||
| Total Retail Annuities | 229,059 | 1,095 | 37,865 | (5,132) | 262,887 | ||||||||||||||||||||||||
| Total Institutional Products | — | — | 8,384 | — | 8,384 | ||||||||||||||||||||||||
| Total Closed Life and Annuity Blocks | 84 | 8,599 | 11,899 | 7 | 20,589 | ||||||||||||||||||||||||
| Total Policy and Contract Liabilities | 229,143 | 9,694 | 58,148 | (5,125) | 291,860 | ||||||||||||||||||||||||
| Claims payable and other | — | 1,378 | 164 | — | 1,542 | ||||||||||||||||||||||||
| Total | $ | 229,143 | $ | 11,072 | $ | 58,312 | $ | (5,125) | $ | 293,402 | |||||||||||||||||||
(1) Includes the embedded derivative liabilities in other contract holder funds related to RILA of $4,032 million and $3,065 million at June 30, 2025 and December 31, 2024, respectively.
(2) Includes the embedded derivative liabilities related to fixed index annuity in other contract holder funds of $825 million and $877 million at June 30, 2025 and December 31, 2024, respectively.
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Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities
As of June 30, 2025:
•$232.2 billion or 78% of our policy and contract liabilities were backed by separate account assets. These separate account assets backed reserves primarily related to our variable annuities. Separate account liabilities are fully funded by cash flows from the customer’s corresponding separate account assets and are set equal to the fair value of such invested assets.
•$52.3 billion of our policy and contract liabilities were backed by our investment portfolio.
•$13.9 billion of our policy and contract liabilities were reinsured by Athene and backed by funds withheld assets.
As of June 30, 2025, 93% of fixed annuity, fixed-index annuity, and the fixed accounts of RILA and variable annuity correspond to crediting rates that are at the guaranteed minimum crediting rate. We have the discretion, subject to contractual limitations and minimums, to reset the crediting terms on the majority of our fixed index annuities and fixed annuities.
See Note 9 - Reserves for Future Policy Benefits and Claims Payable, Note 10 - Other Contract Holder Funds, Note 11 - Separate Account Assets and Liabilities, and Note 12 - Market Risk Benefits of the Notes to Condensed Consolidated Financial Statements for additional discussion on accounting policies around Reserves for future policy benefits and claims payable, Other contract holder funds, Separate account assets and liabilities and MRBs.
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash flows to meet the cash requirements of operating, investing and financing activities. Capital refers to our long-term financial resources available to support the business operations and contribute to future growth. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and alternate sources of liquidity and capital described herein.
The discussion below describes our liquidity and capital resources for the six months ended June 30, 2025.
Cash Flows
The following table presents a summary of our cash flow activity for the periods set forth below:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Net cash provided by (used in) operating activities | $ | 2,767 | $ | 2,904 | |||||||
| Net cash provided by (used in) investing activities | (3,718) | (3,920) | |||||||||
| Net cash provided by (used in) financing activities | 968 | 64 | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 17 | (952) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 3,767 | 2,691 | |||||||||
| Total cash, cash equivalents, and restricted cash at end of period | $ | 3,784 | $ | 1,739 | |||||||
Cash flows from Operating Activities
The principal operating cash inflows from our insurance activities come from insurance premiums, fees charged on our products and net investment income. The principal operating cash outflows are the result of the payment of annuity and life insurance benefits, operating expenses and income tax, as well as interest expense. The primary liquidity concern with respect to these cash flows is the risk of earlier than expected contract holder and policyholder benefit payments.
Cash flows provided by (used in) operating activities decreased by $137 million to $2,767 million for the six months ended June 30, 2025, from $2,904 million for the six months ended June 30, 2024. This was primarily due to the timing related to the settlement of certain short-term payables.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
Cash flows from Investing Activities
The principal cash inflows from our investment activities come from repayments of principal, proceeds from maturities and sales of investments, as well as settlements of freestanding derivatives. The principal cash outflows relate to purchases of investments and settlements of freestanding derivatives. It is not unusual to have a net cash outflow from investing activities because cash inflows from insurance operations are typically reinvested to fund insurance liabilities. We closely monitor and manage these risks through our comprehensive investment risk management process. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors or market disruptions that might impact the timing of investment related cash flows as well as derivative collateral needs, which could result in material liquidity needs for our insurance subsidiaries.
Cash flows provided by (used in) investing activities improved $202 million to $(3,718) million during the six months ended June 30, 2025, from $(3,920) million during the six months ended June 30, 2024. This improvement was primarily driven by lower outflows related to our hedging program for derivative settlements and collateral compared to the prior year, partially offset by increased purchases of debt securities, primarily driven by increased fixed annuity and institutional sales in 2025.
Cash flows from Financing Activities
The principal cash inflows from our financing activities come from deposits of funds associated with policyholder account balances, issuance of securities and lending of securities. The principal cash outflows come from withdrawals associated with policyholder account balances, repayment of debt, and the return of securities on loan. The primary liquidity concerns with respect to these cash flows are market disruption and the risk of early policyholder withdrawal.
Cash flows provided by (used in) financing activities increased $904 million to $968 million during the six months ended June 30, 2025, from $64 million during the six months ended June 30, 2024. This increase was primarily due to higher deposits from increased fixed annuity and institutional sales during the six months ended June 30, 2025, partially offset by repayments on repurchase agreements and federal home loan bank notes during 2025.
Statutory Capital
Our insurance company subsidiaries have statutory surplus above the level needed to meet current regulatory requirements. RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to identify companies that merit regulatory action. RBC is based on a formula that incorporates both factor-based components (applied to various asset, premium, and statutory reserve items) and model-based components. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk, and is calculated on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not to rank insurers generally. As of June 30, 2025, our insurance companies were well in excess of the minimum required capital levels.
With the execution of the Brooke Re transaction in the first quarter of 2024, we are able to largely moderate the impact of the cash surrender value floor going forward. In the past, our statutory TAC (total adjusted capital) may have been negatively impacted by minimum required reserving levels (i.e., cash surrender value floor) when reserve releases were limited and unable to offset losses from our hedging program.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
Holding Company Liquidity
As a holding company with no business operations of its own, Jackson Financial primarily derives cash flows from dividends and interest payments from its insurance subsidiaries. These principal sources of liquidity are expected to be supplemented by cash and short-term investments held by Jackson Financial, and access to bank lines of credit and the capital markets. We intend to maintain a minimum amount of cash and highly liquid securities at Jackson Financial adequate to fund two years of holding company fixed net expenses, which is currently targeted at $250 million but may change over time as we refinance existing debt or make changes to our debt and capital structure.
The main uses of liquidity for Jackson Financial are interest payments and debt repayment, holding company operating expenses, payment of dividends and other distributions to shareholders, which may include stock repurchases, and capital contributions, if needed, to our insurance company subsidiaries.
Insurance Company Subsidiaries’ Liquidity
The liquidity sources for our insurance company subsidiaries include their cash, short-term investments, sales of publicly-traded bonds, insurance premiums, fees charged on their products, sales of annuities and institutional products, investment income, commercial repurchase agreements and utilization of borrowing facilities, including a short-term borrowing facility with the Federal Home Loan Bank of Indianapolis ("FHLBI").
The liquidity requirements for our insurance company subsidiaries include:
•liabilities associated with their insurance and reinsurance activities. Liabilities arising from insurance and reinsurance activities include the payment of policyholder benefits when due, cash payments in connection with policy surrenders and withdrawals and policy loans;
•purchases of new investments;
•management of derivative-related margin requirements. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are managed in accordance with our hedging and risk management program. Our cash flows associated with collateral received from counterparties and posted with counterparties fluctuates with changes in the market value of the underlying derivative contract and/or the market value of the collateral. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. As of June 30, 2025, we were in a net collateral payable position of $125 million, compared to $150 million as of December 31, 2024;
•repayment of principal and interest on debt, and payments of interest on surplus notes. As of June 30, 2025, Jackson’s outstanding surplus notes and bank debt included $48 million of bank loans from the FHLBI, collateralized by mortgage-related securities and mortgage loans, and $250 million of surplus notes maturing in 2027; and
•funding of expenses including payment of commissions, operating expenses and taxes.
Significant increases in interest rates could create sudden increases in surrender and withdrawal requests by customers and contract holders and result in increased liquidity requirements at our insurance company subsidiaries. Significant increases in interest rates or equity markets may also result in higher margin and collateral requirements on our derivative portfolio.
Other factors that are not directly related to interest rates can also give rise to an increase in liquidity requirements including, changes in ratings from rating agencies, general policyholder concerns relating to the life insurance industry (e.g., the unexpected default of a large, unrelated life insurer) and competition from other products, including non-insurance products such as mutual funds, certificates of deposit and newly developed investment products. Most of the life insurance and annuity products Jackson offers permit the policyholder or contract holder to withdraw or borrow funds or surrender cash values. As of June 30, 2025, 100% of our RILA policy and contract liabilities were subject to surrender charges of at least 5% or at market value in the event of discretionary withdrawal by customers. Further, approximately half of Jackson’s general account reserves are not surrenderable, included surrender charges greater than 5%, or included market value adjustments to discourage early withdrawal of policy and contract funds as of June 30, 2025.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
Jackson uses a variety of asset liability management techniques to provide for the orderly provision of cash flow from investments and other sources as policies and contracts mature in accordance with their normal terms. Jackson’s principal sources of liquidity to meet unexpected cash outflows associated with sudden and severe increases in surrenders and withdrawals or benefit payments are its portfolio of liquid assets and its net operating cash flows. As of June 30, 2025, the portfolio of cash, short-term investments and privately and publicly traded securities and equities that are unencumbered and unrestricted to sale, amounted to $30.8 billion.
Distributions and Dividends
• Holding Company
Any declaration of cash dividends or stock repurchases by JFI are at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, preferred stock and other contractual restrictions with respect to paying cash dividends or repurchasing stock, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our stock or approve any further increase in the existing, or any new, common stock repurchase program, or any assurance as to the amount of any such cash dividends or stock repurchases.
Under Delaware law, dividends may be paid, or stock may be repurchased, out of “surplus,” or out of the current or the immediately preceding year's earnings. Surplus is defined as the fair market value of net assets minus stated capital. JFI is a holding company and has no direct operations. All of our business operations are conducted through our subsidiaries. Any dividends we pay, or stock repurchases we make, will depend upon the funds legally available for distribution, including dividends or distributions from our subsidiaries to us. The states in which our insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to their parent companies. See “Distributions and Dividends - Insurance Company Subsidiaries” below for a discussion of those restrictions. Such restrictions, or any future restrictions adopted by the states in which our insurance subsidiaries are domiciled, could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable by our subsidiaries without affirmative approval of state regulatory authorities. See “Risk Factors—Risks relating to Financing and Liquidity - As a holding company, Jackson Financial depends on the ability of its subsidiaries to pay dividends and make other distributions to meet its obligations and liquidity needs, including servicing debt, dividend payments and stock repurchases” in our 2024 Annual Report.
During the second quarter of 2025, we paid a cash dividend of $0.50 per depositary share and $0.80 per common share on JFI's preferred and common stock totaling $11 million and $58 million, respectively. On August 1, 2025, our Board of Directors approved a third quarter cash dividend on JFI's common stock of $0.80 per share, payable on September 25, 2025, to common shareholders of record on September 15, 2025. The Company also announced the declaration of a cash dividend of $0.50 per depositary share, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A. The dividend will be payable on September 30, 2025, to depositary shareholders of record at the close of business on September 15, 2025.
We repurchased a total of 1,920,154 shares and 3,887,063 shares of common stock for an aggregate purchase price of $158 million and $330 million in the three and six months ended June 30, 2025, respectively, which were funded with cash on hand. As of July 25, 2025, the Company had remaining authorization to purchase $279 million of its common shares.
See Note 19 - Equity of the Notes to Condensed Consolidated Financial Statements in this report for further information on dividends to shareholders and share repurchases.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
•Insurance Company Subsidiaries
The ability of our insurance company subsidiaries to pay dividends is limited by applicable laws and regulations of the jurisdictions where such subsidiaries are domiciled as well as agreements entered into with regulators. These laws and regulations require, among other things, our insurance company subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay.
Subject to these limitations, our insurance company subsidiaries are permitted to pay ordinary dividends based on calculations specified under insurance laws of the relevant state of domicile, subject to prior notification to the appropriate regulatory agency. Any distributions above the amount permitted by statute in any twelve-month period are considered extraordinary dividends, and the approval of the appropriate regulator is required prior to payment. In Michigan, the Director of the Michigan Department of Insurance and Financial Services (the Michigan Director of Insurance) may limit, or not permit, the payment of dividends from either Jackson or Brooke Life, Jackson's direct parent company, if it determines that the surplus of either of these subsidiaries is not reasonable in relation to their outstanding liabilities and is not adequate to meet their financial needs, as required by the Michigan Insurance Code of 1956. Unless otherwise approved by the Michigan Director of Insurance, dividends may only be paid from earned surplus. Also, surplus note arrangements and interest payments must be approved by the Michigan Director of Insurance and such interest payments to related parties reduce the otherwise calculated ordinary dividend capacity for that period. In New York, all dividends require approval from the New York State Department of Financial Services.
For 2025, ordinary dividend capacity for Jackson and Brooke Life is based on the greater of 10% of 2024 reported statutory capital and surplus or statutory net gain from operations. This capacity is then reduced by cumulative dividends and other capital distributions in the preceding 12 months, subject to the availability of earned surplus. As a result of cumulative dividends and other capital distributions occurring in the preceding 12 months as of June 30, 2025, future dividends from both Jackson and Brooke Life are expected to be classified as extraordinary. There is a process within the Michigan Insurance Code to request extraordinary dividends that the companies have utilized previously. Brooke Life, as the sole owner of Jackson and Brooke Re, is the direct recipient of any dividend payments from those subsidiaries and must make dividend payments to its ultimate parent company, Jackson Financial, in order for any funds from our insurance company subsidiaries to reach Jackson Financial.
The maximum distribution permitted by law or contract is not necessarily indicative of an insurer’s actual ability to pay such distributions, which may be constrained by business and other considerations, such as imposition of withholding tax, the impact of such distributions on surplus, which could affect the insurer’s credit and financial strength ratings or competitive position, the ability to generate new annuity sales and the ability to pay future dividends or make other distributions. Further, state insurance laws and regulations require that the statutory surplus of our insurance subsidiaries following any dividend or distribution must be reasonable in relation to their outstanding liabilities and adequate for the insurance subsidiaries’ financial needs. Along with solvency regulations, another primary consideration in determining the amount of capital used for dividends is the level of capital needed to maintain desired financial strength ratings from rating agencies, including A.M. Best, S&P, Moody’s and Fitch. Both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for insurance company subsidiaries. We believe our insurance company subsidiaries have sufficient statutory capital and surplus to maintain their desired financial strength ratings.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
Our Indebtedness
Revolving Credit and Short-Term Borrowing Facilities
On February 24, 2023, the Company entered into a revolving credit facility (the "2023 Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent. The 2023 Revolving Credit Facility replaced an existing revolving credit facility that was due to expire in February 2024. The 2023 Revolving Credit Facility provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.0 billion, with a sub-limit of $500 million available for letters of credit. The 2023 Revolving Credit Facility further provides for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million. Commitments under the 2023 Revolving Credit Facility terminate on February 24, 2028. Interest on borrowings may be based on a “Base Rate” (as defined in the 2023 Revolving Credit Facility) plus an adder ranging from 0.125% to 0.875%, or a “Term SOFR Rate” (as defined in the 2023 Revolving Credit Facility) plus an adder ranging from 1.125% to 1.875%. The applicable adder is based upon the ratings assigned to the Company’s senior, unsecured, non-credit enhanced debt.
The credit agreement governing the 2023 Revolving Credit Facility contains a number of customary representations and warranties, affirmative and negative covenants and events of default (including a change of control provision). See Note 13 – Long-Term Debt of Notes to Condensed Consolidated Financial Statements for information regarding financial maintenance covenants contained in the credit agreement. We were in compliance with these covenants at June 30, 2025.
Jackson is a party to an Uncommitted Money Market Line Credit Agreement dated April 6, 2023, among Jackson, Jackson Financial, and Société Générale. This agreement is an uncommitted short-term cash advance facility that provides an additional form of liquidity to Jackson and to Jackson Financial. The aggregate borrowing capacity under the agreement is $500 million and each cash advance request must be at least $100 thousand. The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance. Jackson and Jackson Financial are jointly and severally liable to repay any advance under the agreement, which must be repaid prior to the last day of the quarter in which the advance was drawn.
Surplus Notes
On March 15, 1997, our subsidiary, Jackson, issued 8.2% surplus notes in the principal amount of $250 million due March 15, 2027. These surplus notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims and may not be redeemed at the option of the Company or any holder prior to maturity. Interest is payable semi-annually on March 15th and September 15th of each year. Interest expense on the notes was $5 million and $10 million for the three and six months ended June 30, 2025, respectively and interest expense on the notes was $5 million and $10 million for the three and six months ended June 30, 2024, respectively.
Under Michigan insurance law, for statutory reporting purposes, the surplus notes are not part of the legal liabilities of Jackson and are considered surplus funds. Payments of interest or principal may only be made with the prior approval of the Michigan Director of Insurance and only out of surplus earnings that the Director determines to be available for such payments under Michigan insurance law.
Federal Home Loan Bank
Jackson is a member of the regional FHLBI primarily for the purpose of participating in its collateralized loan advance program with funding facilities. Membership requires us to purchase and hold a minimum amount of FHLBI capital stock, plus additional stock based on outstanding advances. Advances are in the form of either notes or funding agreements issued to FHLBI. As of June 30, 2025 and December 31, 2024, Jackson held a bank loan with an outstanding balance of $48 million and $52 million, respectively.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
Collateral Upgrade Transactions
During the first quarter of 2024, Jackson executed certain paired repurchase and reverse repurchase transactions totaling approximately $1.5 billion pursuant to master repurchase agreements with participating bank counterparties. Under these transactions, the Company lends securities (e.g., corporate debt securities) to bank counterparties in exchange for U.S. Treasury securities. The paired repurchase and reverse repurchase transactions are settled on a net basis. As a result, there was no cash exchanged at initiation of these transactions. The paired transactions are reported net within the Consolidated Balance Sheets. These transactions are evergreened and require at least 150-days' notice prior to termination. See “Collateral Upgrade Transactions” under Note 4 – Investments of the Notes to Condensed Consolidated Financial Statements for additional information.
Financial Strength Ratings
Our access to funding and our related cost of borrowing, the attractiveness of certain of our subsidiaries’ products to customers, our attractiveness as a reinsurer to potential ceding companies and requirements for derivatives collateral posting are affected by our credit ratings and financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting consumer confidence in an insurer and its competitive position in marketing products as well as critical factors considered by ceding companies in selecting a reinsurer.
Our principal insurance company subsidiaries are rated by A.M. Best, S&P, Moody’s and Fitch. Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurer or reinsurer to meet its obligations under an insurance policy or reinsurance arrangement and generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance. Generally, rating agencies base their financial strength ratings upon information furnished to them by the company and upon their own investigations, studies and assumptions. Financial strength ratings are based upon factors of concern to customers, distribution partners and ceding companies and are not directed toward the protection of investors. Financial strength ratings are not recommendations to buy, sell or hold securities and may be revised or revoked at any time at the sole discretion of the rating organization.
As of July 25, 2025, the financial strength ratings of our principal insurance subsidiaries were as follows:
| Company | A.M. Best | Fitch | Moody’s | S&P | ||||||||||||||||||||||
| Jackson National Life Insurance Company | ||||||||||||||||||||||||||
| Rating | A | A | A3 | A | ||||||||||||||||||||||
| Outlook | stable | stable | stable | stable | ||||||||||||||||||||||
| Jackson National Life Insurance Company of New York | ||||||||||||||||||||||||||
| Rating | A | A | A3 | A | ||||||||||||||||||||||
| Outlook | stable | stable | stable | stable | ||||||||||||||||||||||
| Brooke Life Insurance Company | ||||||||||||||||||||||||||
| Rating | A | |||||||||||||||||||||||||
| Outlook | stable | |||||||||||||||||||||||||
In evaluating our Company’s financial strength, the rating agencies evaluate a variety of factors including our strategy, market positioning and record, mix of business, profitability, leverage and liquidity, the adequacy and soundness of our reinsurance, the quality and estimated market value of our assets, the adequacy of our surplus, our capital structure, and the experience and competence of our management.
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Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources
In addition to the financial strength ratings, rating agencies use an outlook statement to indicate a short- or medium-term trend which, if continued, may lead to a rating change. A positive outlook indicates a rating may be raised and a negative outlook indicates a rating may be lowered. A stable outlook is assigned when ratings are not likely to be changed. Outlooks should not be confused with expected stability of the issuer’s financial or economic performance. A stable outlook does not preclude a rating agency from changing a rating at any time without notice.
A.M. Best, S&P, Moody’s and Fitch review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant. While the degree to which ratings adjustments will affect sales of our annuities and institutional products, and persistency is unknown, if our ratings are negatively adjusted for any reason, we believe we could experience a material decline in the sales in our individual channel, origination in our institutional channel, and the persistency of our existing business.
Impact of Recent Accounting Pronouncements
For a complete discussion of new accounting pronouncements affecting us, see Note 2 of the Notes to Condensed Consolidated Financial Statements.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our Condensed Consolidated Financial Statements included elsewhere in this report. The most critical estimates are presented below.
The below critical accounting estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” and Notes 1 and 2 of the Notes to the Consolidated Financial Statements included in our 2024 Annual Report:
•reserves for future policy benefits and claims payable
•market risk benefits
•reinsurance
•income taxes and the ability to realize certain deferred tax benefits
•valuation and impairment of investments, including estimates related to expectations of credit losses on certain financial assets
•valuation of freestanding derivative instruments
•valuation of embedded derivatives
•net investment income
•contingent liabilities
•consolidation of variable interest entities
Off–Balance Sheet Arrangements
See Note 13 - Long-term Debt regarding lender commitment under the Company's revolving credit facility and Note 16 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements regarding unfunded investment commitments to limited partnerships and limited liability companies.
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Item 3 | Quantitative and Qualitative Disclosures about Market Risk
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the quantitative and qualitative disclosures about market risk described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” previously disclosed in our 2024 Annual Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. During the period covered by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of June 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings.
For a discussion of legal proceedings, see Note 16 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included elsewhere in this report.
Item 1A. Risk Factors.
We discuss in this report, in our 2024 Annual Report, and in our other filings with the SEC, various risks that may materially affect our business. In addition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements - Cautionary Language” included herein. There have been no material changes to our risk factors discussed in our 2024 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities.
None.
Repurchase of Equity by the Company.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program (1) | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions) (1) | ||||||||||
| April 1, 2025 - April 30, 2025 | ||||||||||||||
| Share repurchase program | 420,937 | $ | 74.54 | 420,937 | $ | 432 | ||||||||
Employee transactions (2) | — | N/A | N/A | N/A | ||||||||||
| May 1, 2025 - May 31, 2025 | ||||||||||||||
| Share repurchase program | 643,911 | 83.88 | 643,911 | 378 | ||||||||||
Employee transactions (2) | — | N/A | N/A | N/A | ||||||||||
| June 1, 2025 - June 30, 2025 | ||||||||||||||
| Share repurchase program | 855,306 | 84.38 | 855,306 | 306 | ||||||||||
Employee transactions (2) | — | N/A | N/A | N/A | ||||||||||
| Totals | ||||||||||||||
| Share repurchase program | 1,920,154 | 1,920,154 | ||||||||||||
Employee transactions (2) | — | N/A | ||||||||||||
| 1,920,154 | 1,920,154 | |||||||||||||
(1) As of July 25, 2025, the Company had remaining authorization to purchase $279 million of its common shares. For more information on common stock repurchases, see Note 19 - Equity of the Notes to Condensed Consolidated Financial Statements included elsewhere in this report.
(2) Includes shares withheld pursuant to the terms of awards under the Company's 2021 Omnibus Incentive Plan to cover tax withholding obligations that occur upon vesting and release of shares, which are treated as share repurchases. The value of the shares withheld is the closing price of common stock of Jackson Financial on the date the relevant vesting date occurs; or, if the shares vest on a non-trading day, then the value of the shares withheld is based on the closing stock price from the trading day immediately prior to the vesting date.
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Item 5. Other Information.
Executive Officer Change
Scott Romine’s employment as President and CEO of Jackson National Life Distributors LLC ("JNLD"), the marketing and distribution arm of Jackson National Life Insurance Company, terminated on August 5, 2025. A separation arrangement is expected to be entered into with Mr. Romine in connection with his separation from the Company. Alison Reed, Chief Product Development and Strategy Execution Officer of JNLD, will serve as an interim replacement until a permanent successor is identified.
Stock Trading Plans
During the three months ended June 30, 2025, other than what was disclosed in our last Quarterly Report on Form 10-Q, none of our Section 16 officers or JFI directors adopted terminated
Item 6. Exhibits.
The following documents are filed as exhibits hereto:
| Number | Description | ||||
10.1*† | Form of 2025 Notice of Award of Restricted Share Units and 2025 Director Restricted Share Unit Agreement (annual equity retainer) between Jackson Financial Inc. and each of Lily Fu Claffee, Gregory T. Durant, Steven A. Kandarian, Derek G. Kirkland, Drew Lawton, Martin J. Lippert, Russell G. Noles, and Esta E. Stecher. | ||||
10.2*† | Form of 2025 Notice of Award of Restricted Share Units and 2025 Director Restricted Share Units Agreement (annual equity in lieu of cash retainer) between Jackson Financial Inc. and each of Lily Fu Claffee, Martin J. Lippert, Russell G. Noles, and Esta E. Stecher. | ||||
10.3*† | Form of Notice of Award of Restricted Share Units and 2025 Restricted Share Unit Award Agreement (Mid-Cycle) between Jackson Financial Inc. and Christopher Raub. | ||||
10.4*† | Form of Notice of Award of Performance Units and 2025 Performance Unit Award Agreement (Mid-Cycle) between Jackson Financial Inc. and Christopher Raub. | ||||
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS* | Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
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* Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JACKSON FINANCIAL INC. | |||||||||||
| (Registrant) | |||||||||||
Date: August 5, 2025 | By: | /s/ Don W. Cummings | |||||||||
| Don W. Cummings | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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Jackson Financial Inc
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Aug 5, 2025
Jackson Announces Second Quarter 2025 Results